AES Panama Extends the Consent Expiration Time of Its Previously Announced Tender Offer and Consent Solicitation for Its 6.35% Senior Notes Due 2016
Jun 18, 2015, 08:21 ET
PANAMA CITY, June 18, 2015 /PRNewswire/ -- AES Panama, S.R.L. ("AES Panama" or the "Company") today announced that is has extended the date of the Consent Expiration Time of its previously announced cash Tender Offer and Consent Solicitation for its outstanding 6.35% Senior Notes due 2016 (the "Notes") to 5:00 PM., New York City time, on June 24, 2015.
On June 4, 2015, the Company commenced a cash tender offer (the "Tender Offer") to purchase for cash (as repayment) any and all of its outstanding Notes and a related solicitation of consents (the "Consent Solicitation") to certain proposed amendments (the "Proposed Amendments") to the indenture governing the Notes (the "Indenture"), providing for, among other things, the elimination of most of the restrictive covenants and certain events of default applicable to the Notes. The Tender Offer and the Consent Solicitation are being made pursuant to the terms and subject to the conditions set forth in the Offer to Purchase (as Repayment) and Consent Solicitation Statement, dated June 4, 2015, and the related Consent and Letter of Transmittal (together, the "Tender Offer Documents").
As of 5:00 PM, New York City time, on June 18, 2015, the Company had received tenders and consents representing $195,536,000 in aggregate principal amount (or 65.18%) of the outstanding Notes. Since the amount of consents received exceeded the consents needed to authorize the Proposed Amendments, the Company and HSBC Bank USA, National Association, as Trustee under the Indenture, executed a supplemental indenture (the "Supplemental Indenture") that contains the Proposed Amendments. The Supplemental Indenture became effective upon its execution by the Company and the Trustee, but provides that the Proposed Amendments will not become operative until AES Panama purchases at least a majority of the aggregate principal amount of the outstanding Notes in the Tender Offer.
The initial settlement date for the payment of any and all Notes that are validly tendered prior to the Consent Expiration Time (as extended) in the Tender Offer and Consent Solicitation will remain June 25, 2015, on which date the Company will pay (subject to the terms and conditions of the Tender Offer) $1,057.50 (the "Total Consideration") for each $1,000 principal amount of Notes so tendered, which includes the benefit of a consent payment of $10.00 per $1,000 principal amount of Notes (the "Consent Payment"). In addition, holders whose Notes are purchased will receive accrued and unpaid interest in respect of their purchased Notes from the most recent interest payment date to, but not including, the initial settlement date.
The Withdrawal Deadline for the Tender Offer and the Consent Solicitation occurred at 5:00 PM New York time on June 17, 2015 and has not been extended. Accordingly, Notes that have been tendered to date and any Notes that may be tendered in the Tender Offer and the Consent Solicitation may not be withdrawn.
The Tender Offer will expire at 5:00 PM, New York City time, on July 2, 2015, unless extended or earlier terminated by the Company (such date and time, as the same may be extended or earlier terminated, the "Expiration Time"). Holders who tender their Notes after the Consent Expiration Time (as extended) and on or prior to the Expiration Time will be eligible to receive only $1,047.50 per $1,000 principal amount of Notes (the "Tender Offer Consideration"), which is the Total Consideration less the Consent Payment, plus accrued and unpaid interest to the final settlement date.
The Company's obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Tender Offer Documents, including, among others, the Company's successful completion of one or more debt financing transactions in an amount sufficient to fund the purchase the Notes pursuant to the Tender Offer, to pay the Consent Payment pursuant to the Consent Solicitation and to pay all related fees and expenses in connection therewith.
In addition, subject to applicable securities laws and the terms set forth in the Tender Offer Documents, the Company reserves the right to (i) waive or modify in whole or in part any and all conditions to the Tender Offer and the Consent Solicitation, (ii) further extend the Consent Expiration Time or extend the Expiration Time, (iii) modify or terminate the Tender Offer or the Consent Solicitation, or (iv) otherwise to amend the Tender Offer or the Consent Solicitation in any respect.
Banco General, S.A. and Deutsche Bank Securities Inc. are acting as dealer managers for the Tender Offer and as solicitation agents for the Consent Solicitation. Banco General, S.A. can be contacted at (507) 303-8187. Deutsche Bank Securities Inc. can be contacted at (866) 627-0391 (toll-free) and (212) 250-7527 (collect). D. F. King & Co., Inc. is the information agent and tender agent for the Tender Offer and the Consent Solicitation.
Additional copies of the Tender Offer Documents and other related documents may be obtained by calling D.F. King & Co., as information agent, at +1 (212) 269-5550 (for banks and brokers only) , +1 (800) 252-7164 (toll free) or +44 2077 76 75 74.
The Tender Offer and the Consent Solicitation are being made solely on the terms and conditions set forth in the Tender Offer Documents. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Company. The Tender Offer and the related Consent Solicitation are not being made to, nor will the Company accept tenders of Notes and deliveries of consents from, holders in any jurisdiction in which the Tender Offer and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.
No recommendation is made as to whether holders of Notes should tender their Notes in the Tender Offer or deliver their consent in the Consent Solicitation. Holders of Notes should carefully read the Tender Offer Documents because they contain important information, including the various terms and conditions of the Tender Offer and the Consent Solicitation.
About AES Panama, S.R.L.
We are the largest electricity generation company in Panama both in terms of installed capacity and average energy dispatched, as well as the largest privately controlled hydro generation company in Central America, based on information provided by the CND. We derive substantially all of our revenues from the sale of electricity through firm capacity and energy supply agreements, spot market sales and regional market sales. Our principal customers are Panama's three energy distribution companies. We also have capacity and energy supply agreements with 11 Large Customers. Our remaining electricity sales revenues derive from spot market sales and regional exports. Our electricity generation facilities are composed of five geographically diverse facilities (four hydroelectric plants and one thermal plant) that contain 16 generation units located in eastern and western Panama. The majority of Panama's hydroelectric resources are located in the western region of Panama, where rainfall tends to be highest, although the highest demand for energy is in the eastern region of the country at the main population center of Panama City. Additional information about AES Panama can be found at our website located at http://www.aespanama.com.
SOURCE AES Panama, S.R.L.
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