Item 8.01 Other Events
Pricing of Senior Secured First Lien Notes
On May 15, 2020, The AES Corporation (the "Company" or "AES") issued a press
release to announce the pricing of the previously announced private offering of
the 3.30% Senior Secured First Lien Notes due 2025 (the "2025 Notes") and 3.95%
Senior Secured First Lien Notes due 2030 ( the "2030 Notes", and together with
the 2025 Notes, the "New Notes"). A copy of the press release is attached hereto
as Exhibit 99.1 and is hereby incorporated by reference in this Item 8.01 of
this Current Report on Form 8-K.
This Current Report on Form 8-K and the press release attached hereto as Exhibit
99.1 does not constitute an offer to sell or the solicitation of an offer to buy
the New Notes, nor shall there be any offer, solicitation or sale of the New
Notes in any jurisdiction in which such offer, solicitation or sale would be
unlawful. The New Notes will not be registered under the Securities Act or any
state securities laws and, unless so registered, may not be offered or sold in
the United States except pursuant to an exemption from the registration
requirements of the Securities Act and applicable state securities laws.
Upsizing of Tender Offers
In addition, on May 15, 2020, AES issued a press release to announce the
upsizing of the previously announced cash tender offers (the "Tender Offers" and
each, a "Tender Offer") to purchase its outstanding 4.000% Senior Notes due 2021
(the "2021 Notes"), 4.875% Senior Notes due 2023 (the "4.875% 2023 Notes") and
4.500% Senior Notes due 2023 (the "4.500% 2023 Notes" and, together with the
2021 Notes and the 4.875% 2023 Notes, the "Outstanding Notes") from a combined
aggregate purchase price of up to $1.485 billion to a combined aggregate
purchase price of up to $1.584 billion (the "Aggregate Purchase Price") and an
increase to the aggregate maximum tender cap to an aggregate principal amount of
Outstanding Notes that would not result in an Aggregate Purchase Price that
exceeds $1.584 billion (such amount, subject to further increase or decrease,
the "Aggregate Maximum Tender Cap"). AES is also increasing the aggregate
purchase price of its 4.875% 2023 Notes and the 4.500% 2023 Notes (collectively,
the "2023 Notes") from $970 million to $1.069 billion (the "2023 Notes Aggregate
Purchase Price") and an increase to the tender cap with respect to the 2023
Notes to an aggregate principal amount of the 2023 Notes that would not,
collectively, result in the purchase price for the 2023 Notes to exceed $1.069
billion (the "2023 Notes Tender Cap").
The other terms of the Tender Offers described in the offer to purchase related
to the Tender Offers remain unchanged. AES reserves the right, subject to
applicable law, to further increase or decrease the Aggregate Maximum Tender Cap
or increase, decrease or waive the 2023 Notes Tender Cap. A copy of the press
announcing the upsizing of the Tender Offers is attached hereto as Exhibit 99.2
and is hereby incorporated by reference in this Item 8.01 of this Current Report
on Form 8-K.
Safe Harbor Disclosure
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Securities Act of 1933 and of the Securities Exchange Act of
1934. Forward-looking statements are not intended to be a guarantee of future
results, but instead constitute AES' current expectations based on reasonable
assumptions. Such forward-looking statements include, but are not limited to,
the expected closing date of the New Notes, the proposed use of proceeds
therefrom, and other expected effects of the offering of the New Notes.
Actual results could differ materially from those projected in AES'
forward-looking statements due to risks, uncertainties and other factors.
Important factors that could affect actual results include the successful
closing of the offering of New Notes, the aggregate amount of Outstanding Notes
tendered
pursuant to the Tender Offers (which could lead to retirement or repayment of
other existing debt) and other risks and uncertainties discussed in the Offering
Memorandum related to the New Notes, as well as in AES' filings with the SEC,
including, but not limited to, the risks discussed under Item 1A "Risk Factors"
and Item 7: "Management's Discussion & Analysis of Financial Condition and
Results of Operations" in AES' 2019 Annual Report on Form 10-K, and in
subsequent reports filed with the SEC. Readers are encouraged to read AES'
filings to learn more about the risk factors associated with AES' business. AES
undertakes no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Anyone who desires a copy of AES' 2019 Annual Report on Form 10-K filed February
27, 2020 with the SEC may obtain a copy (excluding Exhibits) without charge by
addressing a request to the Office of the Corporate Secretary, The AES
Corporation, 4300 Wilson Boulevard, Arlington, Virginia 22203. Exhibits also may
be requested, but a charge equal to the reproduction cost thereof will be made.
A copy of the Form 10-K may be obtained by visiting AES' website at www.aes.com.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated May 15, 2020, announcing the pricing of the
New Notes.
99.2 Press Release, dated May 15, 2020, announcing the upsizing of the
Tender Offers.
101 Inline XBRL Document Set for the Cover Page from this Current Report
on Form 8-K, formatted as Inline XBRL.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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