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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/03/21 Aes Corp 8-K:7,9 3/03/21 11:1.1M Davis Polk & … LLP 01/FA
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 8-K
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): i March 3, 2021
i THE AES CORPORATION
(Exact name of registrant as specified in its charter)
|i Delaware||i 001-12291||i 54-1163725|
|(State of Incorporation)||(Commission File No.)||(IRS Employer Identification No.)|
i 4300 Wilson Boulevard, i Suite 1100
i Arlington, i Virginia i 22203
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
( i 703) i 522-1315
(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:
|i ☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|i ☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|i ☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|i ☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
|Securities registered pursuant to Section 12(b) of the Act:|
|Title of Each Class||Trading Symbol(s)||Name of Each Exchange on Which Registered|
|i Common Stock, par value $0.01 per share||i AES||i New York Stock Exchange|
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||i ☐|
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 7.01||Regulation FD Disclosure|
On March 3, 2021, AES issued a press release announcing its guidance and expectations through 2025 and provided additional forward-looking information. In addition, AES announced it will make an additional $40 million investment in Uplight, its equity method investment, as part of a transaction with a group of investors that values Uplight at approximately $1.5 billion and AES’ stake at approximately $450 million. Following closing, AES’ ownership interest in Uplight will be approximately 30%.
A copy of the press release is being furnished as Exhibit 99.1 attached hereto and is incorporated by reference herein. Such information is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section.
The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regardless of any general incorporation language in such filing.
Safe Harbor Disclosure
This news release contains forward-looking statements within the meaning of the Securities Act and of the Exchange Act. Such forward-looking statements include, but are not limited to, those related to future earnings, growth and financial and operating performance. Forward-looking statements are not intended to be a guarantee of future results, but instead constitute AES’ current expectations based on reasonable assumptions. Forecasted financial information is based on certain material assumptions. These assumptions include, but are not limited to, our accurate projections of future interest rates, commodity price and foreign currency pricing, continued normal levels of operating performance and electricity volume at our distribution companies and operational performance at our generation businesses consistent with historical levels, as well as execution of PPAs, conversion of our backlog and incremental growth investments at normalized investment levels and rates of return consistent with prior experience. Actual results could differ materially from those projected in our 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’ 2020 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. Any Stockholder who desires a copy of the Company’s 2020 Annual Report on Form 10-K filed February 25, 2021 with the SEC may obtain a copy (excluding Exhibits) 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 Form 10-K may also be obtained by visiting the Company’s website at www.aes.com.
|Item 9.01||Financial Statements and Exhibits.|
The following material is filed as an exhibit to this Current Report on Form 8-K:
|99.1||Press Release, dated March 3, 2021, announcing guidance and expectations through 2025.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|THE AES CORPORATION|
|By:||/s/ Gustavo Pimenta|
|Title:||Executive Vice President and Chief Financial Officer|
Date: March 3, 2021
|This ‘8-K’ Filing||Date||Other Filings|
|Filed on / For Period end:||3/3/21|
|2/25/21||10-K, 4, 8-K|
|List all Filings|