Current Report Filing (8-k)
09 June 2020 - 6:12AM
Edgar (US Regulatory)
0000874761
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0000874761
2020-06-04
2020-06-04
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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): June 8, 2020 (June 4, 2020)
THE AES CORPORATION
(Exact name of registrant as specified
in its charter)
Delaware
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001-12291
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54-1163725
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(State of Incorporation)
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(Commission File No.)
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(IRS Employer Identification No.)
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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:
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☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.01 per share
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AES
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New York Stock Exchange
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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
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☐
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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 June 4, 2020, The AES Corporation (the
“Company” or “AES”) announced the results of the early settlement of its tender offers (the
“Tender Offers”) to purchase for cash up to $1.433 billion aggregate purchase price of its outstanding 4.000%
Senior Notes due 2021 (the “2021 Notes”), 4.875% Senior Notes due 2023 (the “4.875% 2023 Notes”) and
4.500% Senior Notes due 2023 (the “4.500% 2023 Notes” and, together with the 2021 Notes and the 4.875% 2023
Notes, the “Notes”). In conjunction with the Tender Offers, AES also commenced a solicitation of consents (the
“Consent Solicitation” and, collectively with the Tender Offers, the “Offers”) to amend the indenture
governing the Notes (the “Indenture”) to shorten the notice requirements for optional redemption with respect to
each series of the Notes from thirty days to three business days, to eliminate substantially all of the restrictive covenants
in the Indenture with respect to each series of Notes, 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 with respect to each
series of Notes and to eliminate any restrictions 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 with respect to each series of Notes
(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-Fifth Supplemental Indenture dated June 5, 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 governing
the Notes to give effect to the Proposed Amendments (the “Supplemental Indenture”).
AES previously announced that it completed on May 27, 2020 its
offering of $900,000,000 aggregate principal amount of its 3.300% Senior Notes due 2025 and $700,000,000 aggregate principal amount
of its 3.950% senior notes due 2030. AES used a portion of the net proceeds from the offering to finance the early settlement of
the Offers and intends to use the remaining proceeds to retire outstanding indebtedness and for general corporate purposes.
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.
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THE AES CORPORATION
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By:
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/s/ Gustavo Pimenta
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Name:
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Gustavo Pimenta
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Title:
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Executive Vice President and Chief Financial Officer
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Date: June 8, 2020
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