UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): December 7, 2020
THE AES CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | | 001-12291 | | 54-1163725 |
| (State of Incorporation) | | (Commission File No.) | | (IRS Employer Identification No.) |
4300 Wilson Boulevard, Suite 1100
Arlington, Virginia 22203
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
(703) 522-1315
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| Common Stock, par value $0.01 per share | AES | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.03 Material Modification to Rights of Security Holders.
On December 4, 2020, The AES Corporation (the “Company” or “AES”) announced the results of the early results of its tender offers (the “Tender Offers”) to purchase for cash any and all of its of its outstanding 5.500 % Senior Notes due 2025 (the “2025 Notes”), 6.000% Senior Notes due 2026 (the “6.000% 2026 Notes”) and 5.125% Senior Notes due 2027 (the “2027 Notes” and, together with the 2025 Notes and the 6.000% 2026 Notes, the “Notes”). In conjunction with the Tender Offers, AES also commenced a solicitation of consents (the “Consent Solicitations” and, collectively with the Tender Offers, the “Offers”) to amend the indenture governing the Notes (as amended and supplemented from time to time, the “Indenture”) with respect to each series of Notes to shorten the notice requirements for optional redemption with respect to each series of Notes from thirty days to three business days, to eliminate substantially all of the restrictive covenants and events of default in the Indenture with respect to each series of Notes and to eliminate certain of the events (other than for the failure to pay principal, premium or interest) which may lead to an “Event of Default” in the Indenture and to eliminate any restrictions in the Indenture with respect to each series of Notes preventing AES from consolidating with or merging into any other person or conveying, transferring or leasing all or any of its properties and assets to any person (the “Proposed Amendments”).
In connection with the Tender Offers, AES received the requisite consents of holders of each series of the Notes, and entered into a Twenty-Seventh Supplemental Indenture dated December 7, 2020 between the Company and Deutsche Bank Trust Company Americas, as successor to Wells Fargo Bank, N.A. and Bank One, National Association (formerly known as The First National Bank of Chicago), as Trustee (the “Trustee”), to amend the Indenture with respect to each series of Notes to give effect to the Proposed Amendments (the “Supplemental Indenture”).
AES previously announced that it completed on December 4, 2020, its offering of $800,000,000 aggregate principal amount of its 1.375% senior notes due 2026 and $1,000,000,000 aggregate principal amount of its 2.450% senior notes due 2031. AES used a portion of the net proceeds from the offering to finance the early settlement of the Offers.
The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture, which is filed as Exhibit 4.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | THE AES CORPORATION |
| | |
| | | |
| | By: | | /s/ Gustavo Pimenta |
| | Name: | | Gustavo Pimenta |
| | Title: | | Executive Vice President and Chief Financial Officer |
Date: December 7, 2020
