AES Announces Commencement of Private Placement and Amount of Notes Tendered in Tender Offer.Business Editors ARLINGTON, Va.--(BUSINESS WIRE)--April 24, 2003 The AES Corporation AES Corporation AES (NYSE) is a Fortune 1000 company that generates and distributes electrical power. It was founded on January 28, 1981 by Roger Sant from the US Federal Energy Administration and Dennis Bakke from the Office of Management and Budget. (NYSE NYSE See: New York Stock Exchange :AES) announced today that it had launched a private placement of approximately $1 billion principal amount of second priority senior secured notes which will be secured by second priority liens on (1) the capital stock of certain subsidiaries of AES and (2) certain intercompany receivables, certain intercompany notes and intercompany tax sharing agreements owed to AES by its subsidiaries. The collateral also secures, among other things, AES's senior secured credit facility. AES intends to use the proceeds to fund its pending cash tender offer for certain series of its outstanding senior and senior subordinated notes, to pay down $475 million of outstanding borrowings under its senior bank facility and for general corporate purposes. The following table shows the principal amount of each series of notes that AES is seeking to purchase in the pending tender offer and the aggregate principal amount tendered as of 5:00 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time on April 22, 2003. AES may 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.
Principal Principal
Amount Purchase Amount
The Notes Outstanding Amount Tendered
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8.00% Senior Notes, Series A,
Due 2008 $199,022,000 $20,000,000 $53,475,000
8.75% Senior Notes, Series G,
Due 2008 $400,000,000 $40,000,000 $197,075,000
9.50% Senior Notes, Series B,
Due 2009 $750,000,000 $75,000,000 $308,098,000
9.375% Senior Notes, Series C,
Due 2010 $850,000,000 $86,000,000 $506,549,000
8.875% Senior Notes, Series E,
Due 2011 $536,690,000 $54,000,000 $274,719,000
10.25% Senior Subordinated Notes
Due 2006 $217,050,000 $55,000,000 $14,345,000
8.375% Senior Subordinated Notes
Due 2007 $303,290,000 $77,000,000 $36,721,000
8.50% Senior Subordinated Notes
Due 2007 $338,165,000 $86,000,000 $25,005,000
8.875% Senior Subordinated Notes
Due 2027 $125,000,000 $32,000,000 $4,952,000
AES's obligation to accept notes tendered and pay the tender offer consideration and any early tender premium is subject to a number of conditions which are set forth in the Offer to Purchase and Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. for the tender offer. The conditions include (1) the completion of the proposed private placement and (2) the effectiveness of an amendment to AES' senior credit facility. The tender offer will expire expire /ex·pire/ (ek-spi´er) 1. to exhale. 2. to die. ex·pire v. 1. To breathe one's last breath; die. 2. To exhale. at 5:00 p.m. New York City time on Tuesday, May 6, 2003 unless extended or earlier terminated. The second priority senior secured notes will not be registered under the Securities Act of 1933, or any state securities laws. Therefore, the second priority senior secured notes may not be offered or sold in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and any applicable state securities laws. This announcement is neither an offer to sell nor a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to buy the second priority senior secured notes. "Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " Statement under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995: This news release may contain "forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. " regarding The AES Corporation's business. These statements are not historical facts, but statements that involve risks and uncertainties. Actual results could differ materially from those projected in these forward-looking statements. For a discussion of such risks and uncertainties, see "Risk Factors" in the Company's Annual Report or Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the most recently ended fiscal year. |
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