UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01 | Other Events. |
Senior Notes Offering
On March 12, 2025, The AES Corporation (“AES” or the “Company”) issued a press release announcing its proposed offering (the “Offering”) of Senior Notes due 2032 (the “New Notes”). A copy of the press release announcing the Offering is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Tender Offer
On March 12, 2025, the Company issued a press release announcing the commencement of its cash tender offer (the “Tender Offer”) to purchase any and all of its outstanding 3.300% Senior Notes due 2025 (the “Securities”), subject to certain conditions, including the condition that AES shall have obtained net proceeds from the Offering in a minimum aggregate principal amount, together with cash on hand, to purchase the tendered Securities, including payment of the purchase price, accrued interest and any fees payable in connection with the Tender Offer. The Tender Offer is being made pursuant to the offer to purchase dated as of March 12, 2025 and the related notice of guaranteed delivery, which more fully set forth the terms of the Tender Offer. A copy of the press release announcing the Tender Offer is attached hereto as Exhibit 99.2 and incorporated by reference herein.
This Current Report on Form 8-K and the press releases attached hereto as Exhibits 99.1 and 99.2 do not constitute an offer to purchase or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any new securities.
Safe Harbor Disclosure
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Securities Act of 1933 and of the Securities Exchange Act of 1934. Such forward-looking statements include, but are not limited to, the intended offering of the New Notes, which are subject to risks and uncertainties such as general economic conditions and other risks and uncertainties. Forward-looking statements are not intended to be a guarantee of future results, but instead constitute AES’ current expectations based on reasonable assumptions.
Actual results could differ materially from those projected in AES forward-looking statements due to risks, uncertainties and other factors. Important factors that could affect actual results are discussed in AES’ filings with the Securities and Exchange Commission (the “SEC”), including, but not limited to, the risks discussed under Item 1A: “Risk Factors” and Item 7: “Management’s Discussion & Analysis” in AES’ 2024 Annual Report on Form 10-K and in subsequent reports filed with the SEC. Readers are encouraged to read AES’ filings to learn more about the risk factors associated with AES’ business. AES undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except where required by law.
Any stockholder who desires a copy of the Company’s 2024 Annual Report on Form 10-K filed March 11, 2025 with the SEC may obtain a copy (excluding the exhibits thereto) without charge by addressing a request to the Office of the Corporate Secretary, The AES Corporation, 4300 Wilson Boulevard, Arlington, Virginia 22203. Exhibits also may be requested, but a charge equal to the reproduction cost thereof will be made. A copy of the Annual Report on Form 10-K may also be obtained by visiting the Company’s website at www.aes.com.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release of the Company, dated March 12, 2025, announcing the Offering. | |
| 99.2 | Press Release of the Company, dated March 12, 2025, announcing the Tender Offer. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| THE AES CORPORATION | ||||||
| By: | /s/ Stephen Coughlin | |||||
| Date: March 12, 2025 | Name: | Stephen Coughlin | ||||
| Title: | Executive Vice President and Chief Financial Officer | |||||