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AES El Salvador Trust II bis Announces Early Tender Results of its Offer to Purchase for Cash Any and All of its Outstanding 6.750% Senior Guaranteed Notes due 2023 and Concurrent Consent Solicitation and Extension of the Early Tender Premium to the Expiration Date

NEW YORK, May 25, 2022 /PRNewswire/ -- AES El Salvador Trust II bis, a trust formed under the laws of the State of New York (the "Issuer") today announced:

  • early results of the previously announced offer to purchase for cash (the "Tender Offer") of any and all of its 6.750% Senior Guaranteed Notes due 2023, listed in the table below (the "Notes") , guaranteed by each of (i) Compañía de Alumbrado Eléctrico de San Salvador, S.A. de C.V. ("CAESS"), (ii) AES CLESA y Compañía, S. en C. de C.V. ("CLESA"), (iii) Empresa Eléctrica de Oriente, S.A. de C.V. ("EEO") and (iv) Distribuidora Eléctrica de Usulután, S.A. de C.V. ("DEUSEM" and, jointly with CAESS, CLESA and EEO, the "Guarantors" and the Guarantors, together with the Issuer, referred to herein as "we," or "us").
  • the early results of the previously announced concurrent solicitation (the "Solicitation") from the holders of the Notes of a consent (the "Consent" or in the plural "Consents") to certain proposed amendments (the "Proposed Amendments") to the indenture governing the Notes (the "Indenture"), shortening the minimum notice period for any redemption of the Notes by the Issuer to three days. This redemption includes optional, withholding tax event, substantial repurchase event, rating methodology event or tax deductibility event redemptions, all as described in the indenture governing the Notes.
  • extension of the Early Tender Premium to the Expiration Date (each as defined below).

The Tender Offer and Solicitation are taking place upon the terms and conditions described in the Issuer's Offer to Purchase and Consent Solicitation Statement, dated May 12, 2022 (the "Statement").

According to information received from Global Bondholder Services Corporation, the Tender, Solicitation and Information Agent for the Tender Offer and concurrent Solicitation, as of 5:00 p.m., New York City time, on May 25, 2022 (that date and time, the "Early Tender and Consent Time"), the Issuer had received valid tenders and consents from holders of the Notes as outlined in the table below.

Title of Notes

CUSIP and ISIN Numbers

Principal Amount
Outstanding

Principal
Amount
Tendered

Total
Consideration (1)

6.750% Senior
Guaranteed Notes due
2023

CUSIP:  00105N AA1 / P06076 AA4;

 

ISIN:  US00105NAA19 / USP06076AA49

U.S. $310,000,000

U.S.$279,993,000

U.S.$1,000.00

__________

(1) The amounts, which exclude Accrued Interest, will be paid per U.S.$1,000.00 on the Final Settlement Date (as such term
is defined in the Statement). The Total Consideration includes the early tender premium of U.S.$
30.00 which is hereby extended
to holders tendering their Notes and delivering their consents on or prior to the Expiration Date.


In respect of the Solicitation, the Issuer has received the consent of holders for an aggregate principal amount representing 90.32% of the aggregate principal amount of the outstanding Notes and intends to execute a supplemental indenture so that the Proposed Amendments become effective once the Issuer pays the Total Consideration to tendering and consenting Holders on the Final Settlement Date.

The deadline for holders to validly withdraw tenders of Notes has passed. Accordingly, Notes that were tendered before the Early Tender and Consent Time and any additional Notes that are tendered at or prior to 11:59 p.m., New York City time, on June 9, 2022 (the "Expiration Date") may not be withdrawn, except in the limited circumstances described in the Statement.

The Issuer has elected not to have an Early Settlement Date. Therefore, subject to the satisfaction or waiver of all conditions to the Tender Offer and concurrent Solicitation described in the Statement having been either satisfied or waived by the Issuer, the Issuer intends to accept for purchase all of the Notes validly tendered before the Expiration Date (including those validly tendered (and not validly withdrawn) prior to the Early Tender and Consent Time) on the Final Settlement Date, which is expected to occur promptly after the Expiration Date.

In addition, the Issuer hereby amends the Statement so that Holders of Notes that are validly tendered prior to the Expiration Date and accepted for purchase pursuant to the Tender Offer and concurrent Solicitation will receive the Total Consideration (as set forth in the table above), which includes the early tender premium of U.S.$30.00 as set forth in the Statement (the "Early Tender Premium").

Payments for the Notes purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the Notes up to, but not including, the Final Settlement Date. Holders of Notes that were validly tendered (and not validly withdrawn) prior to the Expiration Date (including those validly tendered (and not validly withdrawn) prior to the Early Tender and Consent Time) and accepted for purchase pursuant to the Tender Offer and concurrent Solicitation will receive the Total Consideration, which includes the Early Tender Premium. 

The Tender Offer and concurrent Solicitation are subject to the conditions described in the Statement, including the Financing Condition (as such term is defined in the Statement). Full details of the terms and conditions of the Tender Offer and concurrent Solicitation are set forth in the Statement, which is available from Global Bondholder Services Corporation.

J.P. Morgan Securities LLC ("J.P. Morgan") is the Dealer Manager and Solicitation Agent in the Tender Offer and concurrent Solicitation. Global Bondholder Services Corporation has been retained to serve as the Tender, Solicitation and Information Agent for the Tender Offer and concurrent Solicitation. Persons with questions regarding the Tender Offer and concurrent Solicitation should contact J.P. Morgan at (toll free) (866) 846-2874. To contact Global Bondholder Services Corporation, banks and brokers may call (212) 430-3774, and others may call U.S. toll-free: (855) 654-2015 or email contact@gbsc-usa.com.

None of the Issuer, any of the Guarantors, their respective board of directors, its officers, the dealer manager and solicitation agent, the tender and 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 consent to the Proposed Amendments to the Indenture, 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 provide their Consent and, if so, the principal amount of Notes to tender in the Tender Offer and concurrent Solicitation.

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 and concurrent Solicitation is being made solely pursuant to the terms of the Statement. The Tender Offer and concurrent Solicitation 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 Statement does not constitute a public offer to purchase in El Salvador or a public offer to purchase to any resident of El Salvador.

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 Issuer'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 Tender Offer and concurrent Solicitation, including whether the Tender Offer and concurrent Solicitation are consummated in whole or in part. Although the Issuer 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 Issuer. 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 Issuer'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 Issuer 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 El Salvador

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SOURCE AES El Salvador Trust II bis