UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 3.03 Material Modification to Rights of Security Holders.
On December 4, 2020, The AES Corporation (the “Company” or “AES”) announced the results of the early results of its tender offers (the “Tender Offers”) to purchase for cash any and all of its of its outstanding 5.500 % Senior Notes due 2025 (the “2025 Notes”), 6.000% Senior Notes due 2026 (the “6.000% 2026 Notes”) and 5.125% Senior Notes due 2027 (the “2027 Notes” and, together with the 2025 Notes and the 6.000% 2026 Notes, the “Notes”). In conjunction with the Tender Offers, AES also commenced a solicitation of consents (the “Consent Solicitations” and, collectively with the Tender Offers, the “Offers”) to amend the indenture governing the Notes (as amended and supplemented from time to time, the “Indenture”) with respect to each series of Notes to shorten the notice requirements for optional redemption with respect to each series of Notes from thirty days to three business days, to eliminate substantially all of the restrictive covenants and events of default in the Indenture with respect to each series of Notes and to eliminate certain of the events (other than for the failure to pay principal, premium or interest) which may lead to an “Event of Default” in the Indenture and to eliminate any restrictions in the Indenture with respect to each series of Notes preventing AES from consolidating with or merging into any other person or conveying, transferring or leasing all or any of its properties and assets to any person (the “Proposed Amendments”).
In connection with the Tender Offers, AES received the requisite consents of holders of each series of the Notes, and entered into a Twenty-Seventh Supplemental Indenture dated December 7, 2020 between the Company and Deutsche Bank Trust Company Americas, as successor to Wells Fargo Bank, N.A. and Bank One, National Association (formerly known as The First National Bank of Chicago), as Trustee (the “Trustee”), to amend the Indenture with respect to each series of Notes to give effect to the Proposed Amendments (the “Supplemental Indenture”).
AES previously announced that it completed on December 4, 2020, its offering of $800,000,000 aggregate principal amount of its 1.375% senior notes due 2026 and $1,000,000,000 aggregate principal amount of its 2.450% senior notes due 2031. AES used a portion of the net proceeds from the offering to finance the early settlement of the Offers.
The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture, which is filed as Exhibit 4.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
| 4.1 | Twenty-Seventh Supplemental Indenture, dated December 7, 2020, between The AES Corporation and Deutsche Bank Trust Company Americas, as Trustee. | |
| 101 | Interactive Data Files pursuant to Rule 406 of Regulation S-T formatted in Inline eXtensible Business Reporting Language (“Inline XBRL”). | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE AES CORPORATION | |||
| By: | /s/ Gustavo Pimenta | ||
| Name: | Gustavo Pimenta | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
Date: December 7, 2020