Chile's AES Gener wraps tender offer for 7½% notes, reports early results of exchange offer

By Angela McDaniels

Tacoma, Wash., July 28 - AES Gener SA said holders had tendered $151,069,000 principal amount of its $400 million of 7½% senior notes due 2014 for purchase and $100,199,000 of notes for exchange as of 5 p.m. ET on July 27.

A tender offer for the notes began July 15 and expired at 5 p.m. ET on July 27.

Those participating in the tender offer will receive $1,130 per $1,000 principal amount of notes plus accrued interest. The settlement date is expected to be Aug. 2.

On July 15, the company also began an exchange offer for the notes that will expire at 11:59 p.m. ET on Aug. 10.

The company is offering new dollar-denominated 5¼% senior notes due 2021 plus cash in the exchange offer. The new notes will not be registered.

Holders who exchange will receive a like amount of the new notes plus $150 in cash. The $150 cash amount includes a $40 exchange premium for notes tendered by 5 p.m. ET on July 27, the early exchange date.

Holders will also receive accrued interest.

The company expects the settlement date to be Aug. 2 for the notes tendered by the early exchange date.

Consent solicitation

The company is also seeking consents to amend the note indenture to extend the maturity profile of its existing debt and to substantially eliminate the restrictive covenants.

Holders who tender their notes in the tender offer or exchange offer must deliver consents and vice versa.

The company needed consents from the holders of a majority of the notes. This condition has been met, and a supplemental indenture effecting the amendments will be executed. The amendments will not become operative until a majority of the outstanding notes have been purchased or exchanged.

Chilean tender offer

In addition, the company is conducting a tender offer in the local Chilean market for its 8% series Q notes due 2019 and an offering of additional new 5¼% notes.

That tender offer ended on July 27. Holders tendered $93.8 million of notes.

Proceeds from the new issue, which is expected to settle Aug. 12, will be used to fund the tender and exchange offers and the solicitation.

The offers are conditioned on a minimum tender amount of $200 million of the notes, which has been satisfied, and the company's issue of enough 5¼% notes to finance the offers.

The offers for the 7½% notes are being made only to holders who are qualified institutional buyers as defined in Rule 144A under the Securities Act or non-U.S. persons as defined in Regulation S under the Securities Act.

Global Bondholder Services Corp. (866 470-4200 or at 212 430-3774) is the information and exchange agent.

AES Gener is a power company based in Santiago, Chile.

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