AES extends debt tender offer, ups consideration for several note series

The AES Corp. said Tuesday (April 22) that it had extended its previously announced tender offer for nine series of its senior and senior subordinated notes, and had raised the tender offer consideration and the total consideration which it will pay for three of those note series. It also extended the previously announced early tender deadline for those three note series.

AES said that it had extended the tender offer deadline for all of the note series to 5 p.m. ET on May 5, subject to possible further extension, from the previous deadline at 5 p.m. ET on May 2.

It said that it was raising the total consideration that it is offering for up to $55 million principal amount of its $217.05 million of outstanding 10¼% senior subordinated notes due 2006 to $930 per $1,000 principal amount of notes tendered and accepted for purchase by AES, from $880 per $1,000 principal amount previously.

It said that it was raising the total consideration that it is offering for up to $77 million principal amount of its $303.29 million of outstanding 8 3/8% senior subordinated notes due 2007 to $850 per $1,000 principal amount of notes, from $810 per $1,000 principal amount previously.

And it said that it was raising the total consideration that it is offering for up to $86 million principal amount of its $338.165 million of outstanding 8½% senior subordinated notes due 2007 to $850 per $1,000 principal amount of notes, from $810 per $1,000 principal amount previously.

The total consideration for each of those series of notes includes a $20 per $1,000 principal amount early tender premium for those notes validly tendered (and subsequently accepted for purchase by AES) by the revised early tender deadline of 5 p.m. ET on Friday April 25, which was extended from the originally announced deadline of 5 p.m. ET on Monday April 21.

Beyond extending the tender offer expiration deadline for the other six series of notes for which AES is tendering to 5 p.m. ET on May 5, in line with the deadline extension for the 10¼%, 8 3/8% and 8½% senior subordinated notes, AES said that the other terms of its pending tender offer, including the prices to be offered for the other series of notes, remain unchanged.

Citigroup - formerly Salomon Smith Barney - (call the Liability Management Group at 800 558-3745) and UBS Warburg LLC (call the Liability Management Group at 888 722-9555 ext. 8035) are the joint dealer managers for the tender offer. Wells Fargo Bank Minnesota, NA (call 800 344-5128) is the depositary and information agent in connection with the tender offer.

AS PREVIOUSLY ANNOUNCED: AES, an Arlington, Va.-based independent power producer, said on April 4 that it planned to launch a refinancing transaction that would include the private placement under Rule 144A of an estimated $1 billion offering of new second-priority senior secured notes, which would fund a cash tender offer to acquire a total of $525 million face amount of its outstanding senior and subordinated notes. The proceeds would also fund an amendment and partial paydown of $475 million of outstanding borrowings under its senior bank facility.

AES initially said that the tender offer would expire at 5 p.m. ET on May 2, (this was subsequently extended), and set an early tender deadline of 5 p.m. ET on April 21 (this was extended for several series of notes, but not for the remainder). It said that holders tendering by this latter early tender deadline would be entitled to an early tender premium of $20 per $1,000 principal amount of notes tendered as part of their total consideration; holders tendering after the early consent deadline will receive only the tender offer consideration (i.e., total consideration minus the early tender premium). It further said that tenders of notes could not be withdrawn after the early tender deadline, except under limited circumstances. All tendering holders will also receive unpaid and accrued interest on their notes up to, but not including the settlement date.

AES is tendering for up to $20 million face amount of its $199.022 million of outstanding 8% Series A senior notes due 2008, offering total consideration of $850 per $1,000 principal amount, including the $20 early tender premium.

It is tendering for up to $40 million face amount of its $400 million of outstanding 8 ¾% Series G senior notes due 2008, offering total consideration of $910 per $1,000 principal amount, including the $20 early tender premium.

It is tendering for up to $75 million face amount of its $750 million of outstanding 9 ½% Series B senior notes due 2009, offering total consideration of $920 per $1,000 principal amount, including the $20 early tender premium.

It is tendering for up to $86 million face amount of its $850 million of outstanding 9 3/8% Series C senior notes due 2010, offering total consideration of $920 per $1,000 principal amount, including the $20 early tender premium.

It is tendering for up to $54 million face amount of its $536.69 million of outstanding 8 7/8% Series E senior notes due 2011, offering total consideration of $890 per $1,000 principal amount, including the $20 early tender premium.

It is tendering for up to $55 million face amount of its $217.050 million of outstanding 10 ¼% senior subordinated notes due 2006, offering total consideration of $880 per $1,000 principal amount, including the $20 early tender premium (the consideration was subsequently raised).

It is tendering for up to $77 million face amount of its $303.29 million of outstanding 8 3/8% senior subordinated notes due 2007, offering total consideration of $810 per $1,000 principal amount, including the $20 early tender premium (the consideration was subsequently raised).

It is tendering for up to $86 million face amount of its $338.165 million of outstanding 8 ½% senior subordinated notes due 2007, offering total consideration of $810 per $1,000 principal amount, including the $20 early tender premium (the consideration was subsequently raised).

And it is tendering for up to $32 million face amount of its $125 million of outstanding 8 7/8% senior subordinated notes due 2027, offering total consideration of $670 per $1,000 principal amount, including the $20 early tender premium.

AES said it might increase the principal amount of notes that it is seeking to purchase, depending on the amount of proceeds that it receives from the proposed private placement, provided that the aggregate principal amount of the notes purchased will not exceed $1.3 billion.

The company said that its obligation to accept notes tendered and pay the tender offer consideration and any early tender premium would be subject to a number of conditions set forth in the official Offer to Purchase and Letter of Transmittal for the tender offer, including the completion of the proposed private placement of new notes and the effectiveness of an amendment to AES' senior credit facility (AES said that in conjunction with the refinancing transaction, it is also seeking an amendment to certain provisions of its senior secured credit facility to permit the proposed private placement and the tender offer, and to make certain other changes. In connection with the refinancing and the amendment, and subject to consummation of the proposed private placement of new notes, AES will repay $475 million of borrowings under the senior secured credit facility).

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