0001193125-11-256813.txt : 20110927 0001193125-11-256813.hdr.sgml : 20110927 20110927073105 ACCESSION NUMBER: 0001193125-11-256813 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110926 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110927 DATE AS OF CHANGE: 20110927 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: 111108333 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 d236417d8k.htm FORM 8-K Form 8-K

 

 

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): September 26, 2011

 

 

THE AES CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   011-12291   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 September 26, 2011, The AES Corporation (“AES”) issued a press release announcing that Dolphin Subsidiary II, Inc. (“Dolphin Sub II”), a newly formed, wholly-owned special purpose indirect subsidiary of AES, had commenced a private offering of senior notes due 2016 and 2021. A copy of the press release is attached hereto as Exhibit 99.1.

On September 27, 2011, AES issued a press release announcing the pricing of the private offering of senior notes by Dolphin Sub II. The private offering consisted of $450 million aggregate principal amount of 6.50% senior notes due 2016 and $800 million aggregate principal amount of 7.25% senior notes due 2021 (together, the “Notes”). A copy of the press release is attached hereto as Exhibit 99.2.

The Notes were offered only to qualified institutional buyers in reliance upon Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, outside the United States, only to non-U.S. persons pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements under the Securities Act or any state securities laws.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit

 

Exhibit
Number

   

Exhibit Description

99.1    Press Release, dated September 26, 2011
99.2    Press Release, dated September 27, 2011

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: September 27, 2011     By:  

/s/ Victoria D. Harker

    Name:   Victoria D. Harker
    Title:   Executive Vice President and Chief Financial Officer
 EX-99.1 2 d236417dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

The AES Corporation Announces Private Offering of Senior Notes by its Subsidiary Dolphin Subsidiary II, Inc. as Part of Permanent Financing for DPL Inc. Acquisition

September 26, 2011 — Arlington, Virginia — The AES Corporation announced today that Dolphin Subsidiary II, Inc. (the “Company”), a newly formed, wholly-owned special purpose indirect subsidiary of The AES Corporation, intends, subject to market and other conditions, to offer senior notes due 2016 and 2021 (together, the “Notes”) in a private offering exempt from registration in accordance with Rule 144A and Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”).

The net proceeds from the offering will be used to finance The AES Corporation’s previously announced pending acquisition (the “Merger”) of DPL Inc. (“DPL”). Subject to and upon the consummation of the Merger, the Company will merge with and into DPL, with DPL continuing as the surviving company and obligor under the Notes. Neither The AES Corporation nor, until consummation of the Merger and the merger between the Company and DPL, DPL has any obligation under the Notes. Pending the consummation of the Merger, the proceeds from the offering will be deposited and held in an escrow account. If the Merger is not consummated on or before September 30, 2012, the proceeds from the offering will be used to redeem the Notes at a redemption price equal to 101% of the offering price of the Notes, plus accrued and unpaid interest to, but not including, the redemption date. The consummation of the Merger is subject to various regulatory and other approvals and certain other closing conditions and, as a result, there can be no assurance that the Merger will be consummated.

The Notes are being offered only to qualified institutional buyers in reliance upon Rule 144A under the Securities Act, and, outside the United States, only to non-U.S. persons pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements under the Securities Act or any state securities laws.

Nothing in this press release shall constitute or be construed as an offering by AES or DPL. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor does it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Inquiries Contact:

Joel Abramson

(703) 682-6301

EX-99.2 3 d236417dex992.htm PRESS RELEASE Press Release

Exhibit 99.2

The AES Corporation Announces Pricing of Private Offering of Senior Notes by its Subsidiary Dolphin Subsidiary II, Inc. as Part of Permanent Financing for DPL Inc. Acquisition

September 27, 2011 — Arlington, Virginia — The AES Corporation announced the pricing of a $1.25 billion private offering of senior notes by its newly formed, wholly-owned special purpose indirect subsidiary, Dolphin Subsidiary II, Inc. (the “Company”). The private offering consisted of $450 million aggregate principal amount of 6.50% senior notes due 2016 and $800 million aggregate principal amount of 7.25% senior notes due 2021 (together, the “Notes”) in a private offering exempt from registration in accordance with Rule 144A and Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”). The closing of the offering is expected to occur on October 3, 2011, subject to certain conditions.

The net proceeds from the offering will be used to finance The AES Corporation’s previously announced pending acquisition (the “Merger”) of DPL Inc. (“DPL”). Subject to and upon the consummation of the Merger, the Company will merge with and into DPL, with DPL continuing as the surviving company and obligor under the Notes. Neither The AES Corporation nor, until consummation of the Merger and the merger between the Company and DPL, DPL has any obligation under the Notes. Pending the consummation of the Merger, the proceeds from the offering will be deposited and held in an escrow account. If the Merger is not consummated on or before September 30, 2012, the proceeds from the offering will be used to redeem the Notes at a redemption price equal to 101% of the offering price of the Notes, plus accrued and unpaid interest to, but not including, the redemption date. The consummation of the Merger is subject to various regulatory approvals and certain other closing conditions and, as a result, there can be no assurance that the Merger will be consummated.

The Notes are being offered only to qualified institutional buyers in reliance upon Rule 144A under the Securities Act, and, outside the United States, only to non-U.S. persons pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements under the Securities Act or any state securities laws.

Nothing in this press release shall constitute or be construed as an offering by AES or DPL. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor does it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Inquiries Contact:

Joel Abramson

(703) 682-6301