UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 1, 2011
THE AES CORPORATION
(Exact name of registrant as specified in its charter)
| DELAWARE | 001-12291 |
54-11263725 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
4300 Wilson Boulevard, Suite 1100
Arlington, Virginia 22203
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (317) 261-8261
NOT APPLICABLE
(Former name or former address, if changed since last report)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 June 1, 2011, the Company issued a press release announcing that it had commenced a private offering of senior notes due 2021. A 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 June 2, 2011, the Company issued a press release announcing the pricing of its previously announced private offering of senior notes. The private offering consisted of $1 billion aggregate principal amount of 7.375% senior notes due 2021. A press release is attached hereto as Exhibit 99.2 and is hereby incorporated by reference in this Item 8.01 of this Current Report.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibit
| Exhibit |
Exhibit Description | |
| 99.1 | Press Release, dated June 1, 2011, announcing the commencement of the offering. | |
| 99.2 | Press Release, dated June 2, 2011, announcing the pricing of the offering. | |
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 | ||||||
| Date: June 2, 2011 | By: | /s/ Willard C. Hoagland, III | ||||
| Name: | Willard C. Hoagland, III | |||||
| Title: | Vice President and Treasurer | |||||
Exhibit 99.1
Press Release
The AES Corporation Announces Commencement of Offering of Senior Notes
June 1, 2011 — Arlington, Virginia — The AES Corporation (the “Company”) today announced that it had commenced a private offering to eligible purchasers of $1 billion of Senior Notes due 2021 (the “Notes”). Net proceeds from this offering will be used to partially finance its acquisition of DPL, Inc.
The Notes have not been registered under the Securities Act of 1933 or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. The Company plans to offer and issue the notes only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S.
This press release is being issued pursuant to Rule 135c under the Securities Act of 1933, and is neither an offer to sell nor a solicitation of an offer to buy the notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
For additional information, please contact:
Joel Abramson
(703) 682-6301
Exhibit 99.2
Press Release
The AES Corporation Announces Pricing of Offering of Senior Notes
June 2, 2011 — Arlington, Virginia — The AES Corporation (the “Company”) today announced that it had priced a private offering to eligible purchasers of $1 billion of 7.375% Senior Notes due 2021 (the “Notes”) at an offering price of 100% of the principal amount thereof. Net proceeds from this offering will be used to fund a portion of the acquisition cost for DPL, Inc.
The Notes have not been registered under the Securities Act of 1933 or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. The Company plans to offer and issue the Notes only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S.
This press release is being issued pursuant to Rule 135c under the Securities Act of 1933, and is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
For additional information, please contact:
Joel Abramson
(703) 682-6301