AES Dominicana Energia Finance, S.A. and Itabo Finance, S.A. Announce Commencement of Their Respective Offers to Purchase Outstanding Notes

Oct 28, 2010, 22:13 ET from AES Dominicana Energia Finance, S.A.

NEW YORK, Oct. 28 /PRNewswire/ -- AES Dominicana Energia Finance, S.A., an exempted company incorporated under the laws of the Cayman Islands ("AES Dominicana Finance"), and a wholly-owned subsidiary of AES Andres B.V., a private limited liability company organized and existing under the laws of The Netherlands ("Andres"), and Itabo Finance, S.A., an exempted company incorporated under the laws of the Cayman Islands ("Itabo Finance"), and a wholly-owned subsidiary of Empresa Generadora de Electricidad Itabo, S.A., a corporation (sociedad anonima) organized under the laws of the Dominican Republic ("Itabo"), announced today that they have commenced their respective offers to purchase (i) in the case of AES Dominicana Finance, any and all of AES Dominicana Finance's outstanding 11% Senior Notes due 2015 (the "AES Dominicana Finance Notes"), unconditionally and irrevocably guaranteed by Andres and Dominican Power Partners, an exempted company incorporated under the laws of the Cayman Islands ("DPP"), for the consideration described below under the caption "AES Dominicana Finance Offer" (the "AES Dominicana Finance Offer"), and (ii) in the case of Itabo Finance, any and all of Itabo Finance's outstanding 10.875% Senior Notes due 2013 (the "Itabo Finance Notes" and, together with the AES Dominicana Finance Notes, jointly referred to as the "Notes"), unconditionally and irrevocably guaranteed by Itabo, for the consideration described below under the caption "Itabo Finance Offer" (the "Itabo Finance Offer", and together with the AES Dominicana Finance Offer, jointly referred to as the "Offers").


AES Dominicana Finance Offer


AES
Dominicana
Finance Notes

CUSIP/ISIN
Number

Principal
Amount
Outstanding

AES Dominicana
Finance Tender
Offer
Consideration(1)

AES
Dominicana
Finance Early
Tender
Premium(2)

AES Dominicana
Finance Total
Consideration(1)

11% Senior
Notes due
2015

Rule 144A
00105P AA6/
US00105PAA66

Reg S
G0110X AA5/
USG0110XAA57

$156,000,000

$1,031.25

$30.00

$1,061.25






Itabo Finance Offer


Itabo Finance
Notes

CUSIP/ISIN
Number

Principal
Amount
Outstanding(3)

Itabo Finance
Tender Offer
Consideration(1)

Itabo Finance
Early Tender
Premium(2)

Itabo Finance Total
Consideration(1)

10.875%
Senior Notes
due 2013

Rule 144A
465269AA6/
US465269AA66

Reg S
G4969UAA5/
USG4969UAA54

$106,032,000

$1,030.50

$30.00

$1,060.50






___________________

(1)  Per $1,000 principal amount of AES Dominicana Finance Notes or Itabo Finance Notes, as applicable, and excluding accrued and unpaid interest, which will be paid in addition to the AES Dominicana Finance Total Consideration, the Itabo Finance Total Consideration, the AES Dominicana Finance Tender Offer Consideration or the Itabo Finance Offer Consideration, as applicable.

(2)  Per $1,000 principal amount of AES Dominicana Finance Notes or Itabo Finance Notes, as applicable, tendered prior to the Early Tender Date.

(3)  After giving effect to optional redemption with settlement on the date hereof.

Each of the Offers will expire at 11:59 p.m., New York City time, on November 26, 2010, unless extended or earlier terminated (the "Expiration Time").  Registered holders of the Notes (each such holder, a "Holder") must validly tender their Notes in the applicable Offer before the Expiration Time to be eligible to receive the applicable tender offer consideration (as described above).  To be eligible to receive the AES Dominicana Finance Total Consideration or the Itabo Finance Total Consideration described above, which includes the AES Dominicana Finance Early Tender Premium and the Itabo Finance Early Tender Premium detailed above, respectively, Holders must tender their Notes in the applicable Offer, to the extent applicable, before 5:00 p.m., New York City time, on November 10, 2010, unless extended or earlier terminated (the "Early Tender Date").  Tendered Notes may be withdrawn in accordance with the terms of the AES Dominicana Finance Offer or the Itabo Finance Offer, as applicable, prior to the Early Tender Date, but not thereafter, other than as required by applicable law, unless such time is extended.  Each of the Offers is subject to the satisfaction of certain conditions set forth, in the case of the AES Dominicana Finance Offer, in the Offer to Purchase dated October 28, 2010 relating to such Offer (the "AES Dominicana Finance Offer to Purchase") and, in the case of the Itabo Finance Offer, the Offer to Purchase dated October 28, 2010 relating to such Offer (the "Itabo Finance Offer to Purchase"), and the letters of transmittal related thereto.

In particular, the Offers are subject to a Financing Condition (as defined in each of the AES Dominicana Finance Offer to Purchase and the Itabo Finance Offer to Purchase).  Subject to such Financing Condition, Andres and DPP are guaranteeing AES Dominicana Finance's obligations under the AES Dominicana Finance Offer and Itabo is guaranteeing Itabo Finance's obligations under the Itabo Offer.

The "Settlement Date" in respect of any Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Date, and accepted by AES Dominicana Finance or Itabo Finance, as applicable, for purchase in the relevant Offer, will be after the Early Tender Date, but prior to the Expiration Time.  The "Settlement Date" in respect of any Notes that are validly tendered after the Early Tender Date, but at or prior to the Expiration Time, and accepted by AES Dominicana Finance or Itabo Finance, as applicable, for purchase in the relevant Offer, will be promptly after the Expiration Time and is expected to be on or about November 30, 2010, two business days following the Expiration Time.  No tenders of Notes submitted after the Expiration Time will be valid.  If, following the consummation of the Offers any Notes remain outstanding, each of AES Dominicana Finance and Itabo Finance intends to promptly redeem such Notes in accordance with the terms of the Notes and the respective indentures.

Each of the Offers may be amended, extended or terminated, and any condition with respect thereto may be waived by AES Dominicana Finance or Itabo Finance, as applicable, separately, and Notes validly tendered and not validly withdrawn may be separately accepted for payment at any time after the Early Tender Date.

Any questions regarding procedures for tendering Notes or requests for copies of the AES Dominicana Finance Offer to Purchase, the Itabo Finance Offer to Purchase, the letters of transmittal related thereto or other materials should be directed to the Information Agent: D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005, banks and brokers call: (212) 269-5550 (collect), all others call toll free: (800) 578-5378, emails: aesdominicana@dfking.com and itabo@dfking.com.

Any questions regarding the terms of the Offers should be directed to the Dealer Managers.  The Dealer Managers are Credit Suisse Securities (USA) LLC, Attn: Liability Management Group, collect (212) 538-2147, U.S. toll free: (800) 820-1653; and Deutsche Bank Securities Inc., Attn: Liability Management Group, collect: (212) 250-2955, U.S. toll free:  (866) 627-0391.

NONE OF THE AES DOMINICANA FINANCE OFFER TO PURCHASE, THE ITABO OFFER TO PURCHASE OR ANY OF THE OTHER DOCUMENTS RELATING TO THE OFFERS HAVE BEEN FILED WITH OR REVIEWED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE AES DOMINICANA FINANCE OFFER TO PURCHASE, THE ITABO OFFER TO PURCHASE OR ANY OF THE OTHER DOCUMENTS RELATING TO ANY OF THE OFFERS.  ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.

SOURCE AES Dominicana Energia Finance, S.A.