(AES Andes, 15.Mar.2024) — AES Andes S.A., a sociedad anónima abierta, or a publicly traded open stock corporation, organized under the laws of the Republic of Chile announced:
- the early results of the previously announced offers to purchase for cash (the “Tender Offers“) any and all of its outstanding 5.000% Senior Notes due 2025 (the “2025 Notes“) and up to U.S.$100mn in aggregate principal amount of its outstanding 6.350% Junior Subordinated Capital Notes due 2079 (the “2079 Notes” and together with the 2079 Notes, the “Notes“); and
- holders of Notes validly tendered and accepted prior to the Early Tender Payment Deadline will receive the applicable Total Consideration (as set forth in the table below), which includes the applicable Early Tender Payment (each term, as defined below).
The Tender Offers are taking place upon the terms and conditions described in AES Andes’ Offer to Purchase, dated 4 Mar. 2024 (the “Offer to Purchase“). Terms used in this announcement and not otherwise defined have the meanings assigned to them in the Offer to Purchase.
According to information received from Global Bondholder Services Corporation (GBSC), the Depositary Agent and Information Agent for the Tender Offers, as of 5:00 p.m., New York City time, on 15 Mar. 2024 (that date and time, the “Early Tender Payment Deadline“), AES Andes had received valid tenders from holders of the Notes as outlined in the table below.
| Title of Notes | CUSIP and ISIN Numbers | Aggregate Principal Amount Outstanding(1) | Series Tender Cap | Principal Amount Tendered | Total Consideration(2) (3) | Principal Amount Accepted for Purchase | Pro-Ration Factor |
| 5.000% Senior Notes due 2025 | CUSIP: 00105DAE5 (144A) / P0607LAB9 (Reg S) | U.S.$117,488,000 | N/A | U.S.$43,404,000 | U.S.$978.75 | U.S.$43,404,000 | N/A |
| ISIN: US00105DAE58 (144A) / USP0607LAB91 (Reg S) | |||||||
| 6.350% Junior Subordinated Notes due 2079 | CUSIP: 00105DAG0 (144A) / P0607LAD5 (Reg S) | U.S.$328,407,000 | U.S.$100,000,000 aggregate principal amount | U.S.$258,874,000 | U.S.$1,000.00 | U.S.$100,000,000 | 42.229 % |
| ISIN: US00105DAG07 (144A) / USP0607LAD57 (Reg S) |
| (1) | Aggregate principal amount outstanding as of 4 Mar. 2024. |
| (2) | The amount, which excludes Accrued Interest, will be paid per U.S.$1,000.00 on the Early Settlement Date (as such term is defined in the Offer to Purchase). |
| (3) | Includes the applicable Early Tender Payment of U.S.$30.00. |
The Withdrawal Deadline for holders to validly withdraw tenders of Notes has passed. Accordingly, any Notes validly tendered before the Early Tender Payment Deadline and any additional Notes that are tendered at or prior to 5:00 p.m., New York City time, on 2 Apr. 2024 (the “Expiration Time“) may no longer be validly withdrawn, except in the limited circumstances described in the Offer to Purchase.
The Tender Offers are subject to the conditions described in the Offer to Purchase. Subject to the satisfaction or waiver of all conditions to the Tender Offer described in AES Andes’ Offer to Purchase having been either satisfied or waived by AES Andes, AES Andes intends to accept for purchase (i) all of the 2025 Notes validly tendered (and not validly withdrawn) before the Early Tender Payment Deadline and (ii) an amount of 2079 Notes validly tendered (and not validly withdrawn) before the Early Tender Payment Deadline, up to the 2079 Notes Tender Cap. These Notes will be purchased on March 20, 2023 (the “Early Settlement Date“).
Because the amount of 2079 Notes tendered in the 2079 Notes Tender Offer exceeded the 2079 Notes Tender Cap, purchases of the 2079 Notes will be subject to proration as described in the Offer to Purchase. In addition, because the amount of 2079 Notes tendered in the 2079 Notes Tender Offer exceeded the 2079 Note Tender Cap, AES Andes does not intend to accept for purchase any 2079 Notes that are tendered in the 2079 Notes Tender Offer following the Withdrawal Deadline and prior to the Expiration Time. AES Andes intends to accept for purchase any remaining 2025 Notes that are validly tendered and accepted in the 2025 Notes Tender Offer prior to the Expiration Time. Any such remaining Notes are expected to be purchased on the Final Settlement Date.
Payments for the Notes purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the Notes up to, but not including the applicable Settlement Date. Holders of Notes that were validly tendered (and not validly withdrawn) prior to the Early Tender Payment Deadline (in respect of the Early Settlement Date) and accepted for purchase pursuant to such Tender Offer will receive the applicable Total Consideration (as set forth in the Offer to Purchase), which includes the applicable Tender Offer Consideration plus the applicable Early Tender Payment. Holders of Notes tendering their Notes after the Early Tender Payment Deadline but before the applicable Expiration Time (in respect of the Final Settlement Date) and whose Notes are accepted for purchase pursuant to the applicable Tender Offer will receive the applicable Tender Offer Consideration (as set forth in the Offer to Purchase), which does not include the Early Tender Payment.
The Tender Offers remain open and are scheduled to expire at the Expiration Time.
Full details of the terms and conditions of the Tender Offers are set forth in the Offer to Purchase, which is available from GBSC.
Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, Scotia Capital (USA) Inc. and SMBC Nikko Securities America, Inc. are serving as Joint Dealer Managers in connection with the Tender Offers and Credit Agricole Securities (USA) Inc. is serving as co-Dealer Manager (together the “Dealer Managers“). GBSC has been retained to serve as the Tender Agent and Information Agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact any of the Joint Dealer Managers at the numbers set forth on the back cover of the Offer to Purchase. Requests for the Offer to Purchase should be directed to GBSC at 855-654-2014.
None of the company, its board of directors, its officers, the Dealer Managers, the Tender Agent or 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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