PANAMA CITY, June 4, 2015 /PRNewswire/ — AES Panamá, S.R.L. (“AES Panamá” or the “Company”) today announced that it has commenced a tender offer (the “Tender Offer”) to purchase for cash (as repayment) any and all of its outstanding 6.35% Senior Notes due 2016 (Rule 144A: Common Code No. 027946461, CUSIP No. 00105R AA2, and ISIN US00105RAA23; Regulation S: Common Code No. 027334598 and ISIN XS0273345982) (the “Notes”) on 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”). In conjunction with the Tender Offer, the Company is also soliciting 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 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 of the Notes must validly tender and not validly withdraw their Notes and validly deliver and not validly revoke the related consents to the Proposed Amendments before 5:00 p.m., New York City time, on June 17, 2015, unless extended or earlier terminated by the Company (such date and time, as the same may be extended or earlier terminated, the “Consent Expiration Time”) to be eligible to receive the Total Consideration, which consists of the Tender Offer Consideration and the Consent Payment (as defined below). Holders who tender their Notes after the Consent Expiration Time and on or prior to the Expiration Time will be eligible to receive the Tender Offer Consideration, but not the Consent Payment. Tendered Notes may be withdrawn and consents may be revoked in accordance with the terms of the Tender Offer and the Consent Solicitation prior to 5:00 p.m., New York City time, on June 17, 2015, but not thereafter, unless such time is extended by the Company (such date and time, as the same may be extended, the “Withdrawal Deadline”).

The total consideration to be paid for each $1,000 principal amount of Notes validly tendered at or prior to the Consent Expiration Time and not validly withdrawn at or prior to the Withdrawal Deadline will be $1,057.50 (the “Total Consideration”). The Total Consideration includes a benefit of a payment of $10.00 per $1,000 principal amount of Notes (the “Consent Payment”) payable only in respect of Notes validly tendered and related consents validly delivered at or prior to the Consent Expiration Time. Holders validly tendering Notes after the Consent Expiration Time, but at 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”), equal to the Total Consideration less the Consent Payment. Subject to the terms and conditions of the Tender Offer being satisfied or waived, the Company will (i) after the Consent Expiration Time, accept for purchase all Notes validly tendered and not validly withdrawn at or prior to the Consent Expiration Time and pay the Total Consideration for such Notes on a business day selected by the Company (the “initial settlement date”) which is expected to be June 25, 2015, and (ii) after the Expiration Time, accept for purchase all Notes validly tendered after the Consent Expiration Time and at or prior to the Expiration Time and will pay the Tender Offer Consideration for such Notes on a business day (the “final settlement date “) promptly following the Expiration Time. Holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest in respect of their purchased Notes from the most recent interest payment date to, but not including, the applicable settlement date for the Notes.

Delivery of consents to the Proposed Amendments by Holders of at least a majority of the aggregate principal amount of the outstanding Notes is required for the adoption of the Proposed Amendments (the “Requisite Consents”). If AES Panama obtains the Requisite Consents, it will execute a supplement to the Indenture containing the Proposed Amendments (the “Supplemental Indenture”), which the Company expects to execute promptly following the Consent Expiration Time. The Supplemental Indenture will become effective upon execution by the Company and the Trustee under the Indenture, but will provide 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 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, (1) with respect to the Consent Solicitation, the Company’s receipt of the Requisite Consents”, and the registration of the Supplemental Indenture with the Superintendency of the Securities Markets of the Republic of Panama and (2) 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 (i) to waive or modify in whole or in part any and all conditions to the Tender Offer and the Consent Solicitation, (ii) to extend the Consent Expiration Time, the Withdrawal Deadline or the Expiration Time, (iii) to 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.

The Tender Offer Documents will be distributed to holders of Notes promptly. 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 Offers and the related Consent Solicitations 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 Offers and the Consent Solicitations or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

This press release also is not a solicitation of consents to the Proposed Amendments to the Indenture. 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.

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/aes-panama-srl-commences-tender-offer-for-any-and-all-of-its-635-senior-notes-due-2016-and-related-consent-solicitation-300094646.html

SOURCE AES Panama, S.R.L.