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AES Gener S.A. Announces Early Tender Results of its Offer to Purchase for Cash Any and All of its Outstanding 8.375% Junior Subordinated Capital Notes due 2073 and Concurrent Consent Solicitation and Extension of the Early Tender Premium

AES Gener S.A. Announces Early Tender Results of its Offer to Purchase for Cash Any and All of its Outstanding 8.375% Junior Subordinated Capital Notes due 2073 and Concurrent Consent Solicitation and Extension of the Early Tender Premium

PR Newswire

SANTIAGO, CHILE, March 22, 2019 /PRNewswire/ — AES Gener S.A. (“AES Gener” or the “Company“) today announced:

  • early results of the previously announced offer to purchase for cash (the “Tender Offer“) of any and all of its 8.375% Junior Subordinated Capital Notes due 2073, listed in the table below (collectively, the “Notes.”);
  • the early results of the previously announced concurrent solicitation (the “Solicitation“) from the holders of the Notes of a consent (the “Consent” or in the plural “Consents”) to a proposed amendment (the “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; and
  • extension of the Early Tender Premium to the Expiration Date (each as defined below).

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 “Statement“).


According to information received from D.F. King & Co., Inc. (“D.F. King“), the Tender, Solicitation and Information Agent for the Tender Offer and concurrent Solicitation, as of 5:00 p.m., New York City time, on March 22, 2019 (that date and time, the “Early Tender and Consent Time“), AES Gener had received valid tenders and consents from holders of the Notes as outlined in the table below.

Title of Notes

CUSIP and ISIN Numbers

Principal Amount Outstanding (U.S.$)

Principal
Amount
Tendered

(U.S. $)

Total
Consideration (1)

8.375% Junior Subordinated Capital Notes due 2073

CUSIP: 00105D AD7 / P0607L AA1;

ISIN: US00105DAD75 / USP0607LAA19

U.S. $450,000,000

U.S.$334,693,000

U.S.$ $1,012.11

__________

(1) The amounts, which exclude Accrued Interest, will be paid per U.S.$1000.00 on the Early Settlement Date (defined below). The Total Consideration includes the early tender premium of U.S.$30.00.


In respect of the Solicitation, the Company has received the consent of holders of a majority in aggregate principal amount of the outstanding Notes and accordingly AES Gener intends to execute a supplemental indenture to make the Proposed Amendment, as defined in the Statement, effective.

In addition, the Company hereby amends the Statement so that Holders of Notes that are validly tendered prior to the Expiration Date and accepted for purchase pursuant to the Tender Offer and concurrent Solicitation will receive the Total Consideration (as set forth in the table above), which includes the early tender premium of U.S.$30.00 as set forth in the Statement (the “Early Tender Premium“).

The deadline for holders to validly withdraw tenders of Notes has passed. Accordingly, Notes that were tendered before the Early Tender and Consent Time and any additional Notes that are tendered at or prior to 11:59 p.m., New York City time, on April 5, 2019 (the “Expiration Date“) may not be withdrawn, except in the limited circumstances described in the Statement.

The Tender Offer and concurrent Solicitation is subject to the conditions described in the Statement. Subject to the satisfaction or waiver of all conditions to the Tender Offer and concurrent Solicitation described in AES Gener’s Statement having been either satisfied or waived by AES Gener, AES Gener intends to accept for purchase all of the Notes validly tendered (and not validly withdrawn) before the Early Tender and Consent Time. These Notes will be purchased on March 26, 2019 (the “Early Settlement Date“). In addition, AES Gener intends to accept for purchase any remaining Notes that are validly tendered and accepted in the Tender Offer prior to the Expiration Date. These remaining Notes are expected to be purchased on April 8, 2019 (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 (as such term is defined in the Statement). Holders of Notes that were validly tendered (and not validly withdrawn) prior to either the Early Tender and Consent Time, in respect of the Early Settlement Date, or the Expiration Date, in respect of the Final Settlement Date, and accepted for purchase pursuant to the Tender Offer and concurrent Solicitation will receive the Total Consideration (as set forth in the table above), which includes the Early Tender Premium .

Full details of the terms and conditions of the Tender Offer and concurrent Solicitation are set forth in the Statement, which is available from D.F. King.

Goldman Sachs & Co. LLC (“Goldman Sachs”) J.P. Morgan Securities LLC (“J.P. Morgan”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) are the Dealer Managers in the Tender Offer and concurrent Solicitation. D.F. King & Co., Inc. (“D.F. King”) is 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 tender and 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.

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 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 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 Tender Offer and concurrent Solicitation, including whether the Tender Offer and concurrent Solicitation are consummated in whole or in part. 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

Cision View original content:http://www.prnewswire.com/news-releases/aes-gener-sa-announces-early-tender-results-of-its-offer-to-purchase-for-cash-any-and-all-of-its-outstanding-8-375-junior-subordinated-capital-notes-due-2073-and-concurrent-consent-solicitation-and-extension-of-the-early-tender-300817397.html

SOURCE AES Gener S.A.

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