SANTIAGO, Chile, Oct. 2, 2019 /PRNewswire/ — AES Gener S.A. (“AES Gener” or the “Company“) today announced the expiration and results of its previously announced offers to purchase for cash any and all of its outstanding 5.250% Senior Notes due 2021 (the “2021 Notes“) and any and all of its outstanding 5.000% Senior Notes due 2025 (the “2025 Notes” and together with the 2021 Notes, the “Notes“). The Company refers to each offer to purchase a series of Notes as a “Tender Offer” and collectively as the “Tender Offers.” The Tender Offers took place upon the terms and conditions described in AES Gener’s offer to purchase, dated September 25, 2019 (the “Offer to Purchase“), and the related Notice of Guaranteed Delivery (as such term is defined in the Offer to Purchase and, together with the Offer to Purchase, the “Tender Offer Documents”). Capitalized terms not otherwise defined herein have the terms assigned to them in the Offer to Purchase.
The Tender Offers expired at 8:30 a.m., New York City time, on October 2, 2019, (with respect to each Tender Offer, the “Expiration Date“). The settlement date with respect to the Tender Offers will occur promptly following the Expiration Date and is expected to be October 7, 2019 (the “Settlement Date“).
According to information received from D.F. King & Co., Inc. (“D.F. King“), the Tender and Information Agent for the Tender Offers, as of the Expiration Date, AES Gener had received valid tenders from Holders as outlined in the table below:
| Title of Notes | CUSIP and ISIN Numbers | Aggregate | Aggregate | Tender Offer |
| 5.250% Senior | CUSIP: 00105D AC9 / | U.S.$191,685,000 | U.S.$73,025,000 | U.S.$1,058.75 |
| 5.000% Senior | CUSIP: 00105D AE5 / | U.S.$172,363,000 | U.S.$54,875,000 | U.S.$1,060.00 |
| (1) | Dollars per U.S.$1,000 principal amount of Notes. Does not include Accrued Interest, which will also be payable as provided in the Offer to Purchase. | |||||||||
AES Gener did not receive any Notices of Guaranteed Delivery.
Subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the financing condition, AES Gener will accept for purchase all Notes validly tendered and not validly withdrawn in the Tender Offers.
As described in the Offer to Purchase, Holders will receive the Total Consideration for each series of Notes as set forth in the table above, plus accrued and unpaid interest on such Notes from the last applicable 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 each respective Indenture.
AES Gener intends to fund the Tender Offers, including accrued and unpaid interest and fees and expenses payable in connection with the Tender Offers, with a concurrent offering of junior subordinated capital notes (the “New Notes“). The Bond Offering is exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act“). The Tender Offers are not an offer to sell or a solicitation of an offer to buy the New Notes.
BofA Securities, Inc., (“BofA Merrill Lynch“), Citigroup Global Markets Inc. (“Citigroup“) Goldman Sachs & Co. LLC (“Goldman Sachs & Co. LLC“) J.P. Morgan Securities LLC (“J.P. Morgan“) and Santander Investment Securities Inc. (“Santander“) are the Dealer Managers in the Tender Offers. D.F. King has been retained to serve as the Tender and Information Agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact BofA Merrill Lynch at (toll free) (800) 292-0070 or (collect) (646) 855-8988, Citigroup at (toll free) (800) 558-3745 or (collect) (212) 723-6106, Goldman Sachs & Co. LLC at (toll free) (800) 828-3182 or (collect) (212) 902-6351, J.P. Morgan at (toll free) (866) 846-2874 or (collect) (212) 834-7279, or Santander at (toll free) (855) 404-3636 or (collect) (212) 940-1442.
The complete terms and conditions of the Tender Offer are described in the Tender Offer Documents, copies of which are available at the following web address: http://www.dfking.com/aes, or may also be obtained from D.F. King, by contacting D.F. King at (toll-free) (877) 297-1747 (Toll-Fee) or (collect) (212) 269-5550, or email aes@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, made 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.
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 Offers were made solely pursuant to the terms of the Tender Offer Documents. The Tender Offers were not made to Holders 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 Offer to Purchase did not constitute an offer to purchase in Chile or to any resident of Chile, except as permitted by applicable Chilean law.
Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934 that are not based on historical facts and are not assurances of future results. These forward-looking statements are based on management’s current expectations and estimates about future events and financial trends, which affect or may affect the Company’s businesses and results of operations. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar words are intended to identify estimates and forward-looking statements. These statements include but are not limited to forward-looking statements about the planned Tender Offers. Although the Company believes that these forward-looking statements are based upon reasonable assumptions, these statements are subject to several risks and uncertainties and are made in light of information currently available to the Company. Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations and the Company’s future results may differ materially from those expressed in these estimates and forward- looking statements.
All forward-looking statements are expressly qualified in their entirety by this cautionary statement, and you should not place reliance on any forward-looking statement contained in this press release. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.
Juan-Luis Carrasco, Investor Relations Manager, Investor Relations, juan.carrasco@aes.com,
+56-2-2686-8842
Karin Niklander, Communications Manager, Corporate Communications, karin.niklander@aes.com, +56-2-2686-8905
SOURCE AES Gener S.A.
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