-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E7wWhgDiHEP7S6A8++G5eE0JzmznSyTyEgQmcWzKIa6Bm1mTy5Uen5xlSvObGQNs svLkNTKWxf3JozvcRxa3bw== 0001104659-07-077905.txt : 20071030 0001104659-07-077905.hdr.sgml : 20071030 20071030083612 ACCESSION NUMBER: 0001104659-07-077905 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071030 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071030 DATE AS OF CHANGE: 20071030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AES CORP CENTRAL INDEX KEY: 0000874761 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 541163725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12291 FILM NUMBER: 071198009 BUSINESS ADDRESS: STREET 1: 4300 WILSON BOULEVARD CITY: ARLINGTON STATE: VA ZIP: 22203 BUSINESS PHONE: 7035221315 MAIL ADDRESS: STREET 1: 4300 WILSON BOULEVARD CITY: ARLINGTON STATE: VA ZIP: 22203 FORMER COMPANY: FORMER CONFORMED NAME: AES CORPORATION DATE OF NAME CHANGE: 19930328 8-K 1 a07-27855_18k.htm 8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 30, 2007

 

THE AES CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-12291

 

54-1163725

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification Number)

 

 

 

 

 

4300 Wilson Boulevard, Suite 1100, Arlington,

 

 

Virginia

 

22203

(Address of principal executive offices)

 

(zip code)

 

Registrant’s telephone number, including area code: (703) 522-1315

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

 

o        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 8.01                                             Other Events.

 

On October 30, 2007, The AES Corporation issued a press release announcing the determination of the pricing for its previously announced offer to purchase up to $1.24 billion of certain of its outstanding senior notes.

 

The press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this Item 8.01 of this report on Form 8 - K.

 

Item 9.01   Financial Statements and Exhibits

 

(d)   Exhibits

 

Exhibit No.

 

Description

99.1

 

Press Release, dated October 30, 2007

 

2



 

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

 

 

(Registrant)

 

 

 

 

 

 

 

 

 

By:

/s/ Victoria D. Harker

 

 

 

Name: Victoria D. Harker

 

 

 

Title:

Executive Vice-President and

 

 

 

 

Chief Financial Officer

Date October 30, 2007

 

 

 

 


EX-99.1 2 a07-27855_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Press Release

 

Media Contact Robin Pence 703 682 6552
Investor Contact Ahmed Pasha 703 682 6451

 

AES Announces Pricing for its Cash Tender Offer for Senior Notes

 

ARLINGTON, VA., October 30, 2007 – The AES Corporation, Inc. (NYSE: AES) announced today the determination of the pricing for its previously announced tender offer to purchase up to $1.24 billion (the “Tender Cap”) of its outstanding senior notes listed in the table below (the “Notes”) in accordance with the terms and conditions described in its Offer to Purchase and the related Letter of Transmittal, each dated October 16, 2007.

 

The total consideration for each series of Notes was determined as of 2:00 p.m., New York City time, on October 29, 2007, using the yield of the U.S. Treasury reference security specified below (the “Reference Security”) plus a fixed spread of 50 basis points. The table below shows, among other things, the three series of Notes subject to the tender offer, the acceptance priority levels, the applicable U.S. treasury reference security for the Notes and the applicable fixed spread:

 

Title of Security

 

CUSIP/ISIN
Numbers

 

Aggregate
Principal
Amount
Outstanding

 

Acceptance
Priority
Level

 

Maturity Date/
Earliest
Redemption
Date

 

Par Amount/
Earliest
Redemption
Price*

 

Early
Tender
Premium*

 

Reference
Security

 

Bloomberg
Reference
Page

 

Fixed
Spread
(basis
points)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8.75%
Senior Notes
due 2008

 

00130HAV7

 

$

201,809,000

 

1

 

June 15, 2008(1)

 

$

1,000.00

 

$

30.00

 

5.125%
U.S.T. Note
due June 30, 2008

 

PX3

 

+50

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9.00% Second
Priority Senior
Secured Notes
due 2015

 

00130HBB0

U0080RAG5

 

$

600,000,000

 

2

 

May 15, 2008(2)

 

$

1,045.00

 

$

30.00

 

5.625%
U.S.T. Note
due May 15, 2008

 

PX3

 

+50

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8.75% Second
Priority Senior
Secured Notes
due 2013

 

00130HBA2

U0080RAF7

 

$

1,200,000,000

 

3

 

May 15, 2008(2)

 

$

1,043.75

 

$

30.00

 

5.625%
U.S.T. Note
due May 15, 2008

 

PX3

 

+50

 

 


*                 Per $1,000 principal amount of Notes that are accepted for purchase.

 

8.75% Senior Notes due 2008 (the “2008 Notes”). 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 October 29, 2007 and that are accepted for purchase by AES will receive Total Consideration of $1,025.27 per $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 expects will occur tomorrow, October 30, 2007. Holders whose 2008 Notes that are validly tendered after 5:00 p.m., New York City time, on October 29, 2007 and at or prior to 12:00 midnight, New York City time, on November 13, 2007 and that are accepted for purchase by AES will receive the Total Consideration set forth above minus the Early Tender Premium of $30.00 per $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 November 14, 2007.

 

9.00% Second Priority Senior Secured Notes due 2015 (the “2015 Notes”). 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 October 29, 2007 and that are accepted for purchase by AES will receive Total Consideration of $1,067.01 per $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 expects will occur tomorrow, October 30, 2007. Holders whose 2015 Notes that are validly tendered after 5:00 p.m., New York City time, on October 29, 2007 and at or prior to 12:00 midnight, New York City time, on November 13, 2007 and that are accepted for purchase by AES will receive the Total Consideration set forth above minus the Early Tender Premium of $30.00 per $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 November 14, 2007.

 

8.75% Second Priority Senior Secured Notes due 2013 (the “2013 Notes”). 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 October 29, 2007 and that are accepted for purchase by AES will receive Total Consideration of $1,063.03 per $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 November 14, 2007. Holders whose 2013 Notes are validly tendered after 5:00 p.m., New York City time, on October 29, 2007 and at or prior to 12:00 midnight, New York City time, on November 13, 2007 will receive the Total Consideration set forth above minus the Early Tender Premium of $30.00 per $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.

 

Rights to withdraw tendered Notes terminated at 5:00 p.m., New York City time, on October 29, 2007. As of such time, $192,501,000 principal amount of 2008 Notes, $598,300,000 principal amount of 2015 Notes and $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 November 13, 2007 (the “Expiration Time”), unless extended or earlier terminated by AES. AES may increase or modify the

 



 

Tender Cap (in which case, the term “Tender Cap” will mean such amount as so increased) 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 October 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.

 

This release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The offer to purchase the Notes is only being made pursuant to the Offer to Purchase and the related Letter of Transmittal that AES has distributed to holders of Notes. The tender offer 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.

 

About AES

 

AES is one of the world’s largest global power companies, with 2006 revenues of $11.6 billion. With operations in 28 countries on five continents, AES’s generation and distribution facilities have the capacity to serve 100 million people worldwide. AES’s 13 regulated utilities amass annual sales of over 73,000 GWh and its 121 generation facilities have the capacity to generate approximately 43,000 megawatts. AES’s global workforce of 30,000 people is committed to operational excellence and meeting the world’s growing power needs. To learn more about AES, please visit www.aes.com or contact AES media relations at media@aes.com.

 

Safe Harbor Disclosure

 

This release contains forward-looking statements within the meaning of the Securities Act of 1933 and of the Securities Exchange Act of 1934. Such forward-looking statements include, but are not limited to, those related to future earnings, growth and financial and operating performance. Forward-looking statements are not intended to be a guarantee of future results, but instead constitute AES’s current expectations based

 



 

on reasonable assumptions. Forecasted financial information is based on certain material assumptions. These assumptions include, but are not limited to, continued normal levels of operating performance and electricity volume at our distribution companies and operational performance at our generation businesses consistent with historical levels, as well as achievements of planned productivity improvements and incremental growth investments at normalized investment levels and rates of return consistent with prior experience.

 

Actual results could differ materially from those projected in our forward-looking statements due to risks, uncertainties and other factors. Important factors that could affect actual results are discussed in AES’s filings with the Securities and Exchange Commission, including, but not limited to, the risks discussed under Item 1A “Risk Factors” in AES’s 2006 Annual Report on Form 10-K/A. Readers are encouraged to read AES’s filings to learn more about the risk factors associated with AES’s business. AES undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 


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