AES El Salvador Trust II bis Launches Offer to Purchase for Cash

AES El Salvador Trust II bis, 12.May.2022) — AES El Salvador Trust II bis, a trust formed under the laws of the State of New York (the “Issuer”) announced that it has launched an offer to purchase for cash (the “Tender Offer”) any and all of its 6.750% Senior Guaranteed Notes due 2023 listed in the table below (the “Notes”), guaranteed by each of (i) Compañía de Alumbrado Eléctrico de San Salvador, S.A. de C.V. (“CAESS“), (ii) AES CLESA y Compañía, S. en C. de C.V. (“CLESA“), (iii) Empresa Eléctrica de Oriente, S.A. de C.V. (“EEO“) and (iv) Distribuidora Eléctrica de Usulután, S.A. de C.V. (“DEUSEM“ and, jointly with CAESS, CLESA and EEO, the “Guarantors” and the Guarantors, together with the Issuer, referred to herein as “we,” or “us“).  

Concurrently with the Tender Offer, the Issuer is soliciting (the “Solicitation”) from the holders of the Notes a consent (the “Consent” or in the plural “Consents”) to certain proposed amendments (the “Proposed Amendments”) to the indenture governing the Notes (the “Indenture”), shortening the minimum notice period for any redemption of the Notes by the Issuer 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.  The Proposed Amendments require the Consent of holders of a majority in aggregate principal amount (the “Requisite Consents”) of the outstanding 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 the Issuer’s Offer to Purchase and Consent Solicitation Statement, dated 12 May 2022 (the “Statement”).

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 9 June 2022, unless amended, extended or terminated by the Issuer (the “Expiration Date”).   The Tender Offer and the Solicitation may be amended, extended or terminated by us at any time. 

Subject to the terms and conditions of the Tender Offer and concurrent Solicitation, the consideration for each U.S. $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 25 May 2022 (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.  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 25 May 2022, unless extended by the Issuer (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 the Issuer’s option and is currently expected to occur promptly following the Early Tender and Consent Time, 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 the Issuer as of the Early Settlement Date. The Issuer expects to purchase any Notes that have been validly tendered and accepted in the Tender Offer prior to the Expiration Date promptly following the Expiration Date.  If the Issuer 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. 

The Issuer, together with the Guarantors, intend to fund the repurchase of Notes validly tendered in the Tender Offer, including accrued and unpaid interest and fees and expenses payable in connection with the Tender Offer, with the net proceeds of a senior secured term loan facility in an aggregate principal amount of up U.S. $370,000,000 that each of CAESS, CLESA, EEO and DEUSEM, as borrowers, expect to enter into with Bancolombia S.A. Establecimiento Bancario and Banco Agrícola S.A., as lead arrangers and bookrunners, each lender from time to time party hereto, and Scotia Panama Trust Company, S.A., as administrative agent (the “Bank Financing”).  Neither the Issuer nor the Guarantors make any assurance, however, that the Bank Financing will be consummated.

If the Requisite Consents are obtained and all other conditions of the Tender Offer and concurrent Solicitation are satisfied or waived by us, we intend to enter into a supplemental indenture to the Indenture to give effect to the Proposed Amendments.  However, the Proposed Amendments shall not become effective until the payment of the corresponding consideration to tendering/consenting holders of Notes on the applicable settlement date.   

J.P. Morgan Securities LLC is the Dealer Manager and Solicitation Agent in the Tender Offer and concurrent Solicitation. Global Bondholder Services Corporation 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 J.P. Morgan at (toll free) (866) 846-2874.  To contact Global Bondholder Services Corporation, banks and brokers may call (212) 430-3774, and others may call U.S. toll-free: (855) 654-2015 or email contact@gbsc-usa.com.

None of the Issuer, any of the Guarantors, their respective board of directors, officers, the dealer manager and solicitation agent, 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 consent to the Proposed Amendments to the Indenture, 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 provide their consent and, if so, the principal amount of Notes to tender in the Tender Offer and concurrent Solicitation.

This press release is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes or any other securities. The Tender Offer and concurrent Solicitation is being made solely pursuant to the terms of the Statement. The Tender Offer and concurrent Solicitation is not being made to holders of Notes 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. The Statement does not constitute a public offer to purchase in El Salvador or a public offer to purchase to any resident of El Salvador.

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