AES El Salvador Trust II Announces Commencement Of Its Offer To Purchase 6.75%
Senior Guaranteed Notes Due 2016 Issued By AES El Salvador Trust
NEW YORK, March 14, 2013
NEW YORK, March 14, 2013 /PRNewswire/ --AES El Salvador Trust II (the
"Purchaser") announced today that it has commenced its offer to purchase any
and all of the outstanding 6.75% Senior Guaranteed Notes due 2016 (the
"Notes") issued by AES El Salvador Trust, a Panamanian trust (the "Issuer"),
and guaranteed by Compania de Alumbrado Electrico de San Salvador, S.A. de
C.V. ("CAESS"), AES CLESA y Compania, S. en C. de C.V. ("CLESA"), Empresa
Electrica de Oriente, S.A. de C.V. ("EEO"), and Distribuidora Electrica de
Usulutan, S.A. de C.V. ("DEUSEM"), each a company organized in El Salvador
with limited liability (the "Guarantors"), for the consideration described
below (the "Offer").
Title of Purchase Early Total
CUSIP and ISIN Nos. Security Price* Tender Consideration*
55312MAA6 (144A), US55312MAA62 6.75% Senior
(144A), P6830JAA2(Reg S), Guaranteed $975.00 $30.00 $1,005.00
USP6830JAA27 (Reg S) Notes due 2016
*Per $1,000 principal amount of Notes accepted for purchase.
The Offer will expire at 11:59 p.m., New York City time, on April 11, 2013,
unless extended in the Purchaser's sole discretion (the "Expiration Date").
To be eligible to receive the Total Consideration, which includes the Early
Tender Premium detailed above, registered holders of the outstanding Notes
(each, a "Holder" and, collectively, the "Holders") must tender their Notes in
the Offer on or prior to 5:00 p.m., New York City time, on March 27, 2013,
unless extended in the Purchaser's sole discretion (the "Early Tender Date")
and must not withdraw such Notes on or prior to the Withdrawal Date. Holders
who validly tender their Notes after the Early Tender Date but on or prior to
the Expiration Date and do not withdraw their tender will be eligible to
receive the Purchase Price. In each case, Holders whose Notes are accepted for
purchase shall receive accrued and unpaid interest from, and including, the
last interest payment date to, but not including, the applicable Settlement
Date (as defined below), payable on the applicable Settlement Date ("Accrued
Interest"). Tenders of Notes will not be valid if submitted after the
Validly tendered Notes may be withdrawn in accordance with the terms of the
Offer, as applicable, on or prior to 5:00 p.m., New York City time, on March
27, 2013, unless extended in the Purchaser's sole discretion (the "Withdrawal
Date"), but not thereafter, other than as required by applicable law.
The Offer is subject to the satisfaction of certain conditions set forth in
the Offer to Purchase dated March 14, 2013 relating to the Offer (the "Offer
to Purchase") and the letter of transmittal of the same date related thereto
(the "Letter of Transmittal"). In particular, the Offer is subject to a
Financing Condition (as defined in the Offer to Purchase).
The "Settlement Date" for (i) any Notes validly tendered on or prior to the
Early Tender Date and not validly withdrawn on or prior to the Withdrawal
Date, and accepted by the Purchaser for purchase in the Offer, will be a date
which the Purchaser currently anticipates will be on or about March 28, 2013
(the "Early Settlement Date"), regardless of any extension of the Early Tender
Date by the Purchaser in its sole discretion and (ii) any Notes validly
tendered after the Early Tender Date and on or prior to the Expiration Date,
and accepted by the Purchaser for purchase in the Offer, will be a date which
the Purchaser currently anticipates will be on or about April 12, 2013 (the
"Final Settlement Date").
No tenders of Notes submitted after the Expiration Date will be valid. If,
following the consummation of the Offer, any Notes remain outstanding, it is
expected that the Issuer will promptly redeem such Notes pursuant to a
Withholding Tax Redemption (as defined in the indenture) at a redemption price
equal to 100% of the principal amount outstanding thereof, if any, accrued and
unpaid interest, if any, and Additional Amounts (as defined in the indenture),
if any, to and including the Withholding Tax Redemption Date (as defined in
the indenture), subject to the Issuer and the Guarantors obtaining the funding
necessary to complete such redemption and the satisfaction of certain other
requirements under the indenture. As the Notes may only be redeemed in whole,
and not in part, pursuant to the Withholding Tax Redemption (as defined in the
indenture), it is expected that after completion of the Withholding Tax
Redemption (as defined in the indenture), there will be no Notes outstanding.
The Offer may be amended, extended or terminated, and any condition with
respect thereto may be waived by the Purchaser.
Any questions regarding procedures for tendering Notes or requests for copies
of the Offer to Purchase and the Letter of Transmittal or other materials
should be directed to the Information Agent: D.F. King & Co., Inc., 48 Wall
Street, 22nd Floor, New York, New York 10005, banks and brokers call: (212)
269-5550 (collect), all others call toll free: (800) 290-6426, email:
Any questions regarding the terms of the Offers should be directed to Barclays
Capital Inc. and Deutsche Bank Securities Inc. and (together, the "Dealer
Managers") at: Barclays Capital Inc., Attn: Liability Management Group,
collect: (212) 528-7581, U.S. toll free: (800) 438-3242; and Deutsche Bank
Securities Inc., Attn: Liability Management Group, collect: (212) 250-7257,
U.S. toll free: (855) 287-1922.
This announcement is not an offer to purchase or the solicitation of an offer
to sell the Notes. The Offer for the Notes is only being made pursuant to the
Offer to Purchase and the related Letter of Transmittal. Holders of the Notes
should read the Offer to Purchase and the Letter of Transmittal carefully
prior to making any decision with respect to the Offer because they contain
This announcement has been issued by and is the sole responsibility of the
Purchaser. In accordance with normal practice, the Dealer Managers express no
opinion on the merits of the Offer, nor do they accept any responsibility for
the accuracy or completeness of this announcement or any other document
prepared in connection with the Offer.
NONE OF THE OFFER TO PURCHASE NOR THE LETTER OF TRANSMITTAL HAVE BEEN FILED
WITH OR REVIEWED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON
THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE NOR THE LETTER OF
TRANSMITTAL. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A
This announcement does not constitute an offer to sell any securities or the
solicitation of an offer to buy any securities. Any offering of securities
will only be made by an offering document and any such offering may not be
registered with the U.S. Securities and Exchange Commission.
About the Purchaser
The Purchaser, although not a separate legal entity, is a Panamanian trust.
MMG Trust, S.A., acting not in its individual capacity but solely as trustee,
is the trustee of the Purchaser (the "Panamanian Trustee"). The Panamanian
Trustee is a Panamanian corporation (sociedad anonima) licensed to engage in
fiduciary and trust services in and from Panama and regulated by the
Superintendency of Banks of Panama (Superintendencia de Bancos de Panama).
The Panamanian Trustee is registered as a sociedad anonima with the Public
Registry (Registro Publico) of Panama on microfiche 350411, reel number 61837,
image number 30. The Purchaser and the Panamanian Trustee are domiciled in and
constituted under the laws of Panama. The registered office of the Purchaser
and the Panamanian Trustee is located at MMG Trust, S.A., MMG Tower, 15th
Floor, 53 E Street, Urbanizacion Obarrio, Panama City, Panama and the
telephone number of the Purchaser's and the Panamanian Trustee's registered
office in Panama is + 507 265-7633.
SOURCE AES El Salvador Trust II
Contact: Thomas A. Long, D.F. King & Co., Inc., +1-212-493-6920
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