AES Andres B.V. and Dominican Power Partners Offer to Purchase for Cash Any and All of their Outstanding 7.950% Senior Notes due 2026

SANTO DOMINGO, Dominican Republic, April 19, 2021 /PRNewswire/ -- AES Andres B.V. ("Andres BV") and Dominican Power Partners ("DPP" and, together with Andres BV, the "Co-Issuers"), today announced that they have launched an offer to purchase for cash (the "Tender Offer") any and all of their 7.950% Senior Notes due 2026 listed in the table below (the "Notes.")  No tenders submitted after the Expiration Date (defined below) will be valid.  The Tender Offer will take place upon the terms and conditions described in the Co-Issuers' Offer to Purchase, dated April 19, 2021 (the "Offer to Purchase").

The following table sets forth certain terms of the Tender Offer:

The Tender Offer will expire at 11:59 p.m., New York City time, on May 14, 2021, unless amended, extended or terminated by the Co-Issuers (the "Expiration Date").   

Subject to the terms and conditions of the Tender Offer, the consideration for each U.S.$1,000 principal amount of the Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be the Total Consideration (in the case of Notes tendered before the Early Tender Time (as defined below)) or the Tender Offer Consideration (in the case of Notes tendered after the Early Tender Time and before the Expiration Date).  Holders of Notes that are validly tendered prior to 5:00 p.m., New York City time, on April 30, 2021 (subject to extension, the "Early Tender Time") and accepted for purchase pursuant to the Tender Offer will receive the Total Consideration set forth in the above table, which includes the Tender Offer Consideration plus the applicable Early Tender Premium.  Holders of Notes tendering their Notes after the Early Tender Time will not be eligible to receive the Early Tender Premium.  All Notes validly tendered and accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest on such Notes from the last interest payment date with respect to those Notes to, but not including, the applicable settlement date. The amount of such interest will be subject to withholding tax gross-up using the same methodology as in the indenture governing the Notes, subject to the exceptions contained therein. Nevertheless, the amount of such interest may be subject to withholding tax if required by law or by the interpretation of the corresponding tax administration, without prejudice to the potential application of gross-up using the same methodology as in the indenture governing the Notes. 

Tendered Notes may be withdrawn from the Tender Offer prior to 5:00 p.m., New York City time, on April 30, 2021, unless extended by the Co-Issuers (the "Withdrawal Deadline").  Holders of Notes, who tender their Notes after the Withdrawal Deadline, but prior to the Expiration Date, may not withdraw their tendered Notes.  

An early settlement date will be determined at the Co-Issuers' option and is currently expected to occur on May 4, 2021, subject to all conditions to the Tender Offer including the Financing Condition (as defined in the Offer to Purchase) having been either satisfied or waived by the Co-Issuers as of the early settlement date.  The Co-Issuers will purchase any remaining Notes that have been validly tendered and accepted in the Tender Offer prior to the Expiration Date promptly following the Expiration Date.  The final settlement date is expected to occur on May 18, 2021, the second business day following the Expiration Date.  If the Co-Issuers do not elect to have an early settlement date, payment for Notes validly tendered prior to the Early Tender Date and accepted for purchase will be made on the final settlement date. 

The Tender Offer is not conditioned upon the tender of any minimum principal amount of Notes.  However, the Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase including the financing condition (as defined therein) in respect of the Tender Offer. 

Payment for Notes validly tendered in the Tender Offer, including accrued and unpaid interest and fees and expenses payable in connection with the Tender Offer, is expected to be financed through a benchmark-sized bond offering by Andres BV (the "Bond Offering") of U.S. dollar-denominated fixed rate senior notes of intermediate maturity (the "New Notes").  Depending on market conditions, the Bond Offering is expected to launch after the commencement of this Tender Offer but price and close prior to the Expiration Date.  The Tender Offer is conditioned on the successful completion of the Bond Offering.  See "The Terms of the Tender Offer—Conditions to the Tender Offer." The Bond Offering will be exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act"). This Tender Offer is not an offer to sell or a solicitation of an offer to buy the New Notes.

Citigroup Global Markets Inc. ("Citigroup") J.P. Morgan Securities LLC ("J.P. Morgan") and Scotia Capital (USA) Inc. ("Scotiabank") are acting as dealer managers for the Tender Offer (the "Dealer Managers").  Global Bondholder Services Corporation ("GBSC") has been retained to serve as the Tender and Information Agent for the Tender Offer.  Persons with questions regarding the Tender Offer should contact Citigroup at (800) 558-3745 (toll free) or (212) 723-6106 (collect), J.P. Morgan Securities LLC, Attn: Liability Management Group, (866) 846-2874 (toll-free) or (212) 834-7279 (collect), or Scotia Capital (USA) Inc. Attn: Liability Management, (833) 498-1660 (toll-free). 

Requests for the Offer to Purchase should be directed to GBSC at (toll free) (866) 470-3700 or (collect) (212) 430-3774 or email at [email protected].

None of the Co-Issuers, their board of directors, their officers, the Dealer Managers, the depositary, the information agent or the trustee 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 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, if so, the principal amount of Notes to tender.

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, including the New Notes.  The Tender Offer is being made solely pursuant to the terms of the Offer to Purchase.  The Tender Offer 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.  

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 Co-Issuers' 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 planned Tender Offer.  Although the Co-Issuers believe 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 Co-Issuers.  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 Co-Issuers' 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 Co-Issuers undertake 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 Andres B.V. and Dominican Power Partners