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AES CORP: Prices Cash Tender Offer for Senior Notes
The AES Corporation disclosed the determination of the pricing for its tender offer to purchase up to US$1.24 billion of certain of its outstanding senior notes in accordance with the terms and conditions described in its Offer to Purchase and the related Letter of Transmittal, each dated Oct. 16, 2007.
The total consideration for each series of Notes was determined as of 2:00 p.m., New York City time, on Oct. 29, 2007, using the yield of the U.S. Treasury reference security plus a fixed spread of 50 basis points.
1) Title of Security: 8.75% Senior Notes due 2008 CUSIP/ISIN Numbers: 00130HAV7 Aggregate Principal Amount Outstanding: 201,809,000 Acceptance Priority Level: 1 Maturity Date/Earliest Redemption Date: June 15, 2007 Par Amount/Earliest Redemption Price*: US$1,000.00 Early Tender Premium*: US$30.00 Reference Security: 5.125% U.S.T. Note due June 30, 2008 Bloomberg Reference Page: PX3 Fixed Spread (basis points): +50
2) Title of Security: 9% 2nd Priority Sr. Sec. Notes due 2015 CUSIP/ISIN Numbers: 00130HBB0, U0080RAG5 Aggregate Principal Amount Outstanding: US$600,000,000 Acceptance Priority Level: 2 Maturity Date/Earliest Redemption Date: May 15, 2008 Par Amount/Earliest Redemption Price*: US$1,045.00 Early Tender Premium*: US$30.00 Reference Security: US$5.625% U.S.T. Note due May 15, 2008 Bloomberg Reference Page: PX3 Fixed Spread (basis points): +50
3) Title of Security: 8.75% Second Priority Senior Secured Notes due 2013 CUSIP/ISIN Numbers: 00130HBA2, U0080RAF7 Aggregate Principal Amount Outstanding: US$1,200,000,000 Acceptance Priority Level: 3 Maturity Date/Earliest Redemption Date: May 15, 2008 Par Amount/Earliest Redemption Price*: US$1,043.75 Early Tender Premium*: US$30.00 Reference Security: US$5.625% U.S.T. Note due May 15, 2008 Bloomberg Reference Page: PX3 Fixed Spread (basis points): +50
* Per US$1,000 principal amount of Notes that are accepted for purchase.
8.75% Senior Notes due 2008
The yield on the Reference Security for the 2008 Notes was 4.087% and the tender offer yield was 4.587%. Accordingly, holders whose 2008 Notes that have validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on Oct. 29, 2007 and that are accepted for purchase by AES will receive Total Consideration of US$1,025.27 per US$1,000 principal amount of 2008 Notes tendered, plus any accrued and unpaid interest from the last interest payment date for the 2008 Notes to, but not including, the early settlement date, which AES occurred Oct. 30, 2007. Holders whose 2008 Notes that are validly tendered after 5:00 p.m., New York City time, on Oct. 29, 2007 and at or prior to 12:00 midnight, New York City time, on Nov. 13, 2007 and that are accepted for purchase by AES will receive the Total Consideration minus the Early Tender Premium of US$30.00 per US$1,000 principal amount of 2008 Notes, or the Tender Offer Consideration, plus any accrued and unpaid interest from the last interest payment date for the 2008 Notes to, but not including, the final settlement date, which AES expects will occur on Nov. 14, 2007.
9% Second Priority Senior Secured Notes due 2015
The yield on the Reference Security for the 2015 Notes was 4.123% and the tender offer yield was 4.623%. Accordingly, holders whose 2015 Notes that have been validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on Oct. 29, 2007 and that are accepted for purchase by AES will receive Total Consideration of US$1,067.01 per US$1,000 principal amount of 2015 Notes tendered, plus any accrued and unpaid interest from the last interest payment date for the 2015 Notes to, but not including, the early settlement date, which AES occured Oct. 30, 2007. Holders whose 2015 Notes that are validly tendered after 5:00 p.m., New York City time, on Oct. 29, 2007 and at or prior to 12:00 midnight, New York City time, on Nov. 13, 2007 and that are accepted for purchase by AES will receive the Total Consideration set forth above minus the Early Tender Premium of US$30.00 per US$1,000 principal amount of 2015 Notes, or the Tender Offer Consideration, plus any accrued and unpaid interest from the last interest payment date for the 2015 Notes to, but not including, the final settlement date, which AES expects will occur on Nov. 14, 2007.
8.75% Second Priority Senior Secured Notes due 2013
The yield on the Reference Security for the 2013 Notes was 4.123% and the tender offer yield was 4.623%. Accordingly, holders whose 2013 Notes that have been validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on Oct. 29, 2007 and that are accepted for purchase by AES will receive Total Consideration of US$1,063.03 per US$1,000 principal amount of 2013 Notes tendered, plus any accrued and unpaid interest from the last interest payment date for the 2013 Notes to, but not including, the final settlement date, which AES expects will occur on Nov. 14, 2007. Holders whose 2013 Notes are validly tendered after 5:00 p.m., New York City time, on Oct. 29, 2007 and at or prior to 12:00 midnight, New York City time, on Nov. 13, 2007 will receive the Total Consideration set forth above minus the Early Tender Premium of US$30.00 per US$1,000 principal amount of 2013 Notes, or the Tender Offer Consideration, plus any accrued and unpaid interest from the last interest payment date for the 2013 Notes to, but not including, the final settlement date.
Tender Offer Expires Nov. 13
Rights to withdraw tendered Notes terminated at 5:00 p.m., New York City time, on Oct. 29, 2007. As of such time, US$192,501,000 principal amount of 2008 Notes, US$598,000,000 principal amount of 2015 Notes and US$1,188,039,000 principal amount of 2013 Notes had been validly tendered and not withdrawn. The tender offer will expire at 12:00 p.m. midnight, New York City time, on Nov. 13, 2007, unless extended or earlier terminated by AES. AES may increase or modify the Tender Cap without extending withdrawal rights to Holders. If the aggregate principal amount of Notes validly tendered and not withdrawn at the Expiration Time exceeds the Tender Cap, the Company will (subject to the terms and conditions of the offer) limit the Notes it accepts pursuant to the Tender Cap and in accordance with the acceptance priority levels as set forth in the Offer to Purchase. Since the 2008 Notes and the 2015 Notes have an acceptance priority level of 1 and 2, respectively, and the aggregate principal amount of the 2008 Notes and the 2015 Notes combined is less than the Tender Cap, neither the 2008 Notes nor the 2015 Notes will be subject to proration; only the 2013 Notes will be subject to proration.
The tender offer is conditioned on the satisfaction of certain conditions. If any of the conditions is not satisfied, AES is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes, in each event, subject to applicable laws, and may even terminate the tender offer.
Citi is the Dealer Manager for the tender offer. Global Bondholder Services Corporation is acting as the Information Agent and Wells Fargo Bank, National Association is acting as the Depository. The offer is made only by an Offer to Purchase dated Oct. 16, 2007, and the information in this news release is qualified by reference to the Offer to Purchase. Persons with questions regarding the offer should contact the Dealer Manager, toll-free at 800-558-3745 or collect at (212) 723-6106. Requests for documentation may be directed to the Information Agent, toll-free at (866) 294-2200.
About AES Corporation
Headquartered in Arlington, Virginia, AES Corporation (NYSE: AES) -- http://www.aes.com/ -- is a power company is a holding company that through its subsidiaries, operates a portfolio of electricity generation and distribution businesses in 28 countries on five continents. The company's employs 30,000 people. It operates two types of businesses. The distribution business, which it refers to as Utilities and the generation business, where it sells power to wholesale customers, such as utilities or other intermediaries. In addition to its traditional generation and distribution operations, it is also developing an alternative energy business. During the year ended Dec. 31, 2006, it operated in seven segments, which include Latin America Generation, Latin America Utilities, North America Generation, North America Utilities, Europe & Africa Generation, Europe & Africa Utilities and Asia Generation.
AES has been in Eastern Europe for over ten years, since it acquired three power plants in Hungary in 1996. Currently, AES has two distribution companies in Ukraine, which serve 1.2 million customers and generation plants in the Czech Republic and Hungary. AES is also the leading company in biomass conversion in Hungary, generating 37% of the nation's total renewable generation in 2004.
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As reported in the Troubled Company Reporter on Oct. 12, 2007, Moody's Investors Service affirmed The AES Corporation's Corporate Family Rating at B1 and the senior unsecured rating assigned to its new senior unsecured notes offering at B1 following its upsizing to US$2 billion from US$500 million.
Fitch Ratings assigned a 'BB/RR1' rating to AES Corporation's US$2 billion issuance of senior unsecured notes maturing 2015 and 2017. AES' long-term Issuer Default Rating is rated 'B+' by Fitch. Fitch said the rating outlook is stable.
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