(AES, 11.Mar.2019) — AES Gener S.A. announced that it has launched an offer to purchase for cash (“Tender Offer”) any and all of its 8.375% Junior Subordinated Capital Notes due 2073 listed in the table below. Concurrently with the Tender Offer, the company is soliciting from the holders of the Notes a consent to a proposed amendment to the indenture governing the Notes, shortening the minimum notice period for any redemption of the Notes by the company to three days. This redemption includes optional, withholding tax event, substantial repurchase event, rating methodology event or tax deductibility event redemptions, all as described in the indenture governing the Notes. No tenders submitted after the expiration date will be valid. The Tender Offer and Solicitation will take place upon the terms and conditions described in AES Gener’s Offer to Purchase and Consent Solicitation Statement, dated March 11, 2019.
The following table sets forth certain terms of the Tender Offer:
The Tender Offer and concurrent Solicitation will expire at 11:59 p.m., New York City time, on April 5, 2019, unless amended, extended or terminated by AES Gener. The Tender Offer and the Solicitation may be amended, extended or terminated.
Subject to the terms and conditions of the Tender Offer and concurrent Solicitation, the consideration for each $1,000 principal amount of the Notes validly tendered and accepted for purchase pursuant to the Tender Offer and concurrent Solicitation will be the applicable Tender Offer Consideration set forth in the above table. Holders of Notes that are validly tendered together with concurrent Consents prior to 5:00 p.m., New York City time, on March 22, 2019 (subject to extension, the “Early Tender and Consent Time”) and accepted for purchase pursuant to the Tender Offer will receive the Total Consideration set forth in the above table, which includes the Tender Offer Consideration plus the applicable Early Tender Premium. Holders of Notes tendering their Notes together with concurrent Consents after the Early Tender and Consent Time will not be eligible to receive the Early Tender Premium. All Notes validly tendered and accepted for purchase pursuant to the Tender Offer and concurrent Solicitation will also receive accrued and unpaid interest on such Notes from the last interest payment date with respect to those Notes to, but not including, the applicable settlement date. The amount of such interest will be subject to withholding tax gross-up using the same methodology as in the Indenture. Holders may not tender their Notes without delivering their Consents pursuant to the Solicitation and may not deliver Consents without tendering their Notes pursuant to the Tender Offer.
Tendered Notes and Consents may be withdrawn from the Tender Offer and concurrent Solicitation prior to 5:00 p.m., New York City time, on March 22, 2019, unless extended by AES Gener (the “withdrawal deadline”). Holders of Notes, who tender their Notes and deliver Consents after the withdrawal deadline, but prior to the expiration date, may not withdraw their tendered Notes or Consents.
The early settlement date will be determined at AES Gener’s option and is currently expected to occur on March 26, 2019, subject to all conditions to the Tender Offer and concurrent Solicitation, including the financing condition (as defined in the Statement) in respect of the Tender Offer, having been either satisfied or waived by AES Gener as of the early settlement date. AES Gener will purchase any remaining Notes that have been validly tendered and accepted in the Tender Offer prior to the expiration date promptly following the expiration date. The final settlement date is expected to occur on the first business day following the expiration date. If AES Gener does not elect to have an early settlement date, payment for Notes validly tendered prior to the Early Tender Date and accepted for purchase will be made on the final settlement date.
The Tender Offer and concurrent Solicitation are not conditioned upon the tender of any minimum principal amount of Notes. However, the Tender Offer and concurrent Solicitation is subject to, and conditioned upon the satisfaction or waiver of certain conditions described in the Statement, including the financing condition (as defined therein) in respect of the Tender Offer.
AES Gener intends to fund the Tender Offer, including accrued and unpaid interest and fees and expenses payable in connection with the Tender Offer, with a concurrent offering of junior subordinated capital notes (the “New Notes”). The Bond Offering will be exempt from the registration requirements of the U.S. Securities Act of 1933, as amended. This Tender Offer and concurrent Solicitation is not an offer to sell or a solicitation of an offer to buy the New Notes.
Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are the Dealer Managers in the Tender Offer and concurrent Solicitation. D.F. King & Co., Inc. has been retained to serve as the Tender, Solicitation and Information Agent for the Tender Offer and concurrent Solicitation. Persons with questions regarding the Tender Offer and concurrent Solicitation should contact Goldman Sachs at (toll free) (800) 828-3182 or (collect) (212) 902- 6351, J.P. Morgan at (toll free) (866) 846-2874 or Merrill Lynch at (toll free) (800) 292-0070 or (collect) (646) 855-8988. Requests for the Statement should be directed to D.F. King at (toll free) (888) 887-0082, (collect) (212) 269-5550 or email aesgener@dfking.com.
None of the company, its board of directors, its officers, the dealer managers, the depositary, the information agent or the trustees with respect to the Notes, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender.
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