|Real-time Estimate - 01/20 11:54:45 am|
AES : Announces Cash Tender Offers and Consent Solicitations for Any and All of Its 5.500% Senior Notes due 2025, 6.000% Senior Notes due 2026 and 5.125% Senior Notes due 2027
|11/20/2020 | 10:08am|
In conjunction with the Tender Offers, the Company also commenced solicitations of consents (the 'Consent Solicitations') to amend the indenture governing the Securities to eliminate substantially all of the restrictive covenants and events of default in the indentures governing the Securities, and to shorten the minimum notice requirements for optional redemption with respect to the Securities from thirty days to three business days. The Tender Offers and Consent Solicitations (collectively, the 'Offers') are being made pursuant to the Company's Offer to Purchase and Consent Solicitation Statement (the 'Offer to Purchase'), dated
The Consent Solicitations will expire at
Subject to the terms and conditions of the Tender Offers, each Holder who validly tenders and does not subsequently validly withdraw their Securities at or prior to
Payments for Securities purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Securities up to, but not including, the applicable settlement date for such Securities accepted for purchase. Payment for the Securities that are validly tendered (including a properly completed, executed and delivered consent for tendered Securities) (i) on or prior to the Early Tender Date if the Early Settlement Date has not occurred at the Company's election and (ii) after the Early Tender Date, and, in each case, accepted for purchase by the Company will be made on the date referred to as the 'Final Settlement Date.' The Final Settlement Date for the Securities will be promptly following the Expiration Date. It is anticipated that the Final Settlement Date for the Securities will be
AES' obligation to accept for purchase, and to pay for, Securities validly tendered pursuant to the Tender Offers are subject to, and conditioned upon, certain conditions, including the condition that AES shall have obtained debt financing in a minimum aggregate principal amount, together with cash on hand and other available sources, to purchase the tendered Securities, including payment of the Tender Offer Consideration or Total Consideration (each as defined in the Offer to Purchase), as applicable, accrued interest and any fees payable in connection with the Tender Offer, subsequent to the date hereof and on or prior to the Final Settlement Date, on terms and conditions reasonably satisfactory to AES (the 'Financing Condition'). The Tender Offers are not conditioned on any minimum amount of Securities being tendered. AES may amend, extend or terminate the Tender Offers in its sole discretion.
The obligation of AES to accept for purchase and to pay either the Total Consideration or Tender Offer Consideration and the accrued and unpaid interest on the Securities is not subject to any minimum tender condition, but is subject to the satisfaction or waiver of the Financing Condition and certain other conditions described in the Offer to Purchase.
AES has retained
The Tender Offers are not being made to holders of Securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offers to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of AES by the Dealer Manager and Solicitation Agent, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
This press release does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any new securities, nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful. Capitalized terms used in this press release but not otherwise defined herein have the meanings assigned to them in the Offer to Purchase.
Safe Harbor Disclosure
This news release contains forward-looking statements within the meaning of the Securities Act of 1933 and of the Securities Exchange Act of 1934. Forward-looking statements are not intended to be a guarantee of future results, but instead constitute AES' current expectations based on reasonable assumptions. Such forward-looking statements include, but are not limited to, the Tender Offers and Consent Solicitations, the details thereof, other expected effects of the Tender Offers and Consent Solicitations and the proposed concurrent debt financing to satisfy the Financing Condition and the use of proceeds therefrom. Forward-looking statements are not intended to be a guarantee of future results, but instead constitute AES' current expectations based on reasonable assumptions.
Actual results could differ materially from those projected in our forward-looking statements due to risks, uncertainties and other factors. Important factors that could affect actual results include the aggregate amount of notes tendered (which could lead to retirement or repayment of other existing debt), the successful pricing and closing of the proposed concurrent debt financing to satisfy the Financing Condition, and risks and uncertainties discussed in the Offer to Purchase related to the Tender Offers and AES' filings with the
Any Stockholder who desires a copy of the Company's 2019 Annual Report on Form 10-K filed
(C) 2020 Electronic News Publishing, source