AES Argentina waives minimum, accepts $145.85 million notes tendered

By Mary-Katherine Stinson

Lexington, Ky., Aug. 25 – Argentina’s AES Argentina Generacion SA announced the final results of its exchange offer for any and all of its 7¾% senior notes due 2024 (Cusips: 00107VAA1, P1000CAA2), according to a notice.

As of the expiration date of 5 p.m. ET on Aug. 24, AES Argentina received tenders totaling $145,854,000 under the two tender options, representing 53.13% of the outstanding principal amount of old notes.

Of the tendered notes, $46,729,000 were tendered for exchange under option A, representing 17.02% of the outstanding notes. Under option B, the total again remained unchanged from the results as of the first and second extended expiration dates with $99,125,000 aggregate principal having been tendered for exchange, representing 36.11% of the aggregate principal outstanding.

AES Argentina waived the minimum participation condition and will accept all the tendered notes for purchase. As previously reported but now no longer relevant, at the launch of the offer, there was a minimum participation threshold of at least $192.15 million of the notes being tendered for exchange.

On the settlement date, the company expects to issue $121,990,601 aggregate principal amount of new notes and to pay $29,170,800 in cash consideration, excluding accrued interest, as total consideration.

Based on the aggregate principal amount tendered as of the expiration date, eligible holders that tendered under option A will receive an early A consideration of about $383 in new notes and $624.2547 in cash or, under option B, $1,050 in new notes.

Extended deadline results

As of the second extended expiration date of Aug. 21, AES Argentina received tenders totaling $141,354,000 under the two tender options, representing about 51.5% of the outstanding principal amount of old notes.

Of the tendered notes, $42,229,000 were tendered for exchange under option A, representing 15.38% of the outstanding notes. Under option B, the total was unchanged from the results as of the first extended expiration date with $99,125,000 aggregate principal having been tendered for exchange, representing 36.11% of the aggregate principal outstanding.

Options

As previously reported, company was offering a new series of 9½% notes due 2027 and a cash consideration for the old notes.

Under the terms of the offer, holders whose notes were tendered and accepted will receive one of two payment options, plus accrued interest, in exchange for the old notes.

Under option A, holders were to receive a combination of the early A cash consideration and the applicable early A new notes consideration or, solely, the early A cash consideration, depending on the amount of old notes tendered by the early participation date.

The total early A cash consideration was to be an amount in cash equal to the lesser of $30.5 million, 20% of the total amount of old notes tendered and accepted, up to a maximum amount of $30.5 million, and the total amount of old notes tendered and accepted under option A prior to the early participation date.

The early A new notes consideration for each holder whose notes are accepted under option A at or prior to the early participation date was to be an amount of new notes equal to a principal amount resulting from multiplying the difference between $1,000 and the early A cash consideration by 1.02.

Under option B, holders were to receive $1,050 of new notes per $1,000 of old notes tendered and accepted.

If less than 20% of old notes are tendered under option A before the early participation date, the difference between the $30.5 million total cash consideration and the aggregate early A cash consideration will be paid to holders who tender under option B before the early participation date.

Details

AES Argentina will pay a processing fee of 0.25% of the principal amount of tendered and accepted old notes to brokers in Argentina acting on behalf of certain eligible holders. In Argentina, the processing fee will be payable to direct participants who are individuals tendering, through Caja de Valores SA’s depository system, old notes for exchange of up to $250,000. This processing fee will be payable in Argentine pesos at the Communication “A” 3500 exchange rate published by the BCRA on the Argentine business day prior to the settlement date.

No fee will be paid to brokers outside of Argentina.

The exchange offer expired at 5 p.m. ET on Aug. 24. It had previously been set to expire on Aug. 21, pushed out from Aug. 17. The original expiration date was 5 p.m. ET on Aug. 10.

As previously reported, on July 26, AES Argentina decided to extend the early participation deadline to the expiration date of the offer itself.

The withdrawal date expired on July 26.

Settlement will take place on or about Aug. 30.

Morrow Sodali International LLC (203 609-4910, +44 20 4513 6933 or AES@investor.morrowsodali.com) is the information and exchange agent.

Citigroup Global Markets Inc. (212 723-6106 or 800 558-3745), HSBC Securities (USA) Inc. (888 HSBC-4LM or 212 525-5552), J.P. Morgan Securities LLC (866 846-2874 or 212 834-7279) and Santander US Capital Markets LLC (212 940-1442 or 855 404-3636) are the dealer managers.

The company launched the exchange offer on July 13 to extend the maturity of its debt.

The electricity provider is based in Buenos Aires.

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