AES Andes S.A. Offer to Purchase for Cash Up to U.S.$200,000,000 Aggregate Maximum Purchase Price of the 6.350% Junior Subordinated Capital Notes due 2079

USA - English

• USA - English

SANTIAGO, Chile, Nov. 22, 2022 /PRNewswire/ -- AES Andes S.A. ("AES Andes" or the "Company") today announced that it has launched an offer to purchase for cash (the "Tender Offer") an aggregate amount of its outstanding 6.350% Junior Subordinated Capital Notes due 2079 (the "Notes") that will not result in an aggregate purchase price that exceeds U.S.$200,000,000, excluding Accrued Interest (such purchase price, subject to increase by the Company, the "Aggregate Maximum Purchase Price").  The Tender Offer will take place upon the terms and conditions described in AES Andes' Offer to Purchase, dated November 22, 2022 (the "Offer to Purchase").  Terms used in this announcement and not otherwise defined have the meanings assigned to them in the Offer to Purchase.

The following table sets forth certain terms of the Tender Offer:

The Tender Offer will expire at 11:59 p.m., New York City time, on December 20, 2022, unless amended, extended or terminated by AES Andes (the "Expiration Date").  The Tender Offer may be amended, extended or terminated. 

Subject to the terms and conditions of the Tender Offer, the consideration for each $1,000 principal amount of the Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be the Tender Offer Consideration set forth in the above table.  Holders of Notes that are validly tendered prior to 5:00 p.m., New York City time, on December 6, 2022 (subject to extension, the "Early Tender Time") and accepted for purchase pursuant to the Tender Offer will receive the Total Consideration set forth in the above table, which includes the Tender Offer Consideration plus the Early Tender Premium.  Holders of Notes tendering their Notes together with concurrent Consents after the Early Tender and Consent Time will not be eligible to receive the Early Tender Premium.  All Notes validly tendered and accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest on such Notes from the last interest payment date with respect to those Notes to, but not including, the applicable settlement date ("Accrued Interest").  The amount of such Accrued Interest will be subject to withholding tax gross-up pursuant to the same methodology specified in the indenture. 

Tendered Notes may be withdrawn from the Tender Offer prior to 5:00 p.m., New York City time, on December 6, 2022, unless extended by AES Andes (the "Withdrawal Deadline").  Holders of Notes, who tender their Notes after the Withdrawal Deadline, but prior to the Expiration Date, may not withdraw their tendered Notes.

The early settlement date will be determined at AES Andes' option and is currently expected to occur on December 9, 2022.  Subject to the Aggregate Maximum Purchase Price and proration, the Company intends to purchase any remaining Notes that have been validly tendered, accepted for purchase in the Tender Offer and not validly withdrawn prior to the Expiration Date promptly following the Expiration Date, subject to all conditions to the Tender Offer having been either satisfied or waived by the Company.  The final settlement date is expected to occur on the third business day following the Expiration Date.  If AES Andes does not elect to have an early settlement date, payment for Notes validly tendered prior to the Early Tender Date and accepted for purchase will be made on the final settlement date. 

The Tender Offer is not conditioned upon the tender of any minimum principal amount of Notes.  However, the Tender Offer is subject to, and conditioned upon the satisfaction or waiver of certain conditions described in the Offer to Purchase in respect of the Tender Offer. 

BofA Securities, Inc. is the Dealer Manager in the Tender Offer. Global Bondholder Services Corporation ("GBSC") has been retained to serve as the Tender and Information Agent for the Tender Offer.  Persons with questions regarding the Tender Offer should contact BofA Securities, Inc. at 800-292-0070 (toll free) or 646-855-8988 (collect). Requests for the Offer to Purchase should be directed to GBSC at 855-654-2014.

None of the Company, its board of directors, its officers, the dealer managers, the depositary, the information agent or the trustees with respect to the Notes, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a recommendation.  Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender.

This press release is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes or any other securities.  The Tender Offer is being made solely pursuant to the terms of the Offer to Purchase.  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.  The Offer to Purchase does not constitute an offer to purchase in Chile or to any resident of Chile, except as permitted by applicable Chilean law.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934 that are not based on historical facts and are not assurances of future results.  These forward-looking statements are based on management's current expectations and estimates about future events and financial trends, which affect or may affect the Company's businesses and results of operations.  The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar words are intended to identify estimates and forward-looking statements.  These statements include but are not limited to forward-looking statements about the planned Tender Offer.  Although the Company believes that these forward-looking statements are based upon reasonable assumptions, these statements are subject to several risks and uncertainties and are made in light of information currently available to the Company.  Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance.  Any changes in such assumptions or factors could cause actual results to differ materially from current expectations and the Company's future results may differ materially from those expressed in these estimates and forward- looking statements. 

All forward-looking statements are expressly qualified in their entirety by this cautionary statement, and you should not place reliance on any forward-looking statement contained in this press release.  The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

SOURCE AES Andes S.A.