The AES Corporation (NYSE: AES) announced today that it has commenced a registered underwritten public offering of 40 million shares of its common stock (the “Offering”), all of which will be offered by Terrific Investment Corporation (the “Selling Stockholder”), a subsidiary controlled by China Investment Corporation (“CIC”). AES will not receive any of the proceeds from the Offering. The Selling Stockholder has granted to the underwriters an option to purchase up to 6 million additional shares at the public offering price, less the underwriting discount, to cover over-allotments, if any, for a period of 30 days from the date of this press release.
At the same time, AES announced that its Board of Directors increased the size of AES’ common stock repurchase authorization to $450 million from $239 million available as of September 30, 2013. In addition, AES has entered into a stock repurchase agreement with the Selling Stockholder to repurchase 20 million shares of its common stock contingent on the closing of the Offering. Under the Board’s authorization, the remaining shares may be repurchased from time to time in open market or privately negotiated transactions, subject to market conditions and other factors.
The repurchase of shares from the Selling Stockholder will be effected in a private, non-underwritten transaction at a price per share equal to 96% of the public offering price per share of common stock sold by the Selling Stockholder in the Offering, such price per share not to exceed the lesser of: (i) $14.50; or (ii) the last reported sale price of AES’ common stock on the New York Stock Exchange as of December 11, 2013. AES will use cash on hand, as well as borrowings under its revolving credit facility to fund the stock repurchase. AES expects to repay any revolver borrowings upon receipt of dividends from certain of its subsidiaries expected by fiscal year-end. In connection with the repurchase transaction, the Board of Directors engaged Barclays Capital Inc. to act as its financial advisor. The closing of the stock repurchase is contingent on the closing of the Offering and the satisfaction of certain other customary conditions. The closing of the Offering is not contingent on the closing of the stock repurchase.