Obligation AES Ironwood LLC 8.857% ( US00103XAC74 ) en USD

AES Ironwood LLC

100 % ⇌

Etats-unis

US00103XAC74 ( en USD )

8.857% par an ( paiement trimestriel )

29/11/2025 - Obligation échue

Prospectus brochure de l'obligation AES Ironwood LLC US00103XAC74 en USD 8.857%, échue

100 000 USD

67 210 190 USD

00103XAC7

AES Ironwood LLC est une société d'énergie renouvelable américaine qui développe et exploite des projets d'énergie éolienne et solaire.

L'Obligation émise par AES Ironwood LLC ( Etats-unis ) , en USD, avec le code ISIN US00103XAC74, paye un coupon de 8.857% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 29/11/2025

L'Obligation émise par AES Ironwood LLC ( Etats-unis ) , en USD, avec le code ISIN US00103XAC74, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par AES Ironwood LLC ( Etats-unis ) , en USD, avec le code ISIN US00103XAC74, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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Proc-Type: 2001,MIC-CLEAR
Originator-Name: [email protected]
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<SEC-DOCUMENT>0000889812-00-001637.txt : 20000406
<SEC-HEADER>0000889812-00-001637.hdr.sgml : 20000406
ACCESSION NUMBER:
0000889812-00-001637
CONFORMED SUBMISSION TYPE:
424B3
PUBLIC DOCUMENT COUNT:
1
FILED AS OF DATE:
20000405
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME:
AES IRONWOOD LLC
CENTRAL INDEX KEY:
0001099291
STANDARD INDUSTRIAL CLASSIFICATION:
ELECTRIC & OTHER SERVICES COMBINED [4931]
IRS NUMBER:
541457573
STATE OF INCORPORATION:
DE
FISCAL YEAR END:
1231
FILING VALUES:
FORM TYPE:
424B3
SEC ACT:
SEC FILE NUMBER:
333-91391
FILM NUMBER:
594395
BUSINESS ADDRESS:
STREET 1:
305 PRESCOTT ROAD
CITY:
LEBANON
STATE:
PA
ZIP:
17042
BUSINESS PHONE:
7172281328
MAIL ADDRESS:
STREET 1:
305 PRESCOTT ROAD
CITY:
LEBANON
STATE:
PA
ZIP:
17042
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<DESCRIPTION>FINAL PROSPECTUS
<TEXT>
<PAGE>
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-91391
PROSPECTUS
$308,500,000
[LOGO Appears Here]
AES IRONWOOD, L.L.C.
Offer to Exchange All Outstanding
8.857% Senior Secured Bonds due 2025
For 8.857% Senior Secured Exchange Bonds due 2025
----------------------
THE NEW BONDS:
o Interest Payments: Interest on the bonds will be payable every three
months, on February 28, May 31, August 31 and November 30 of each year,
beginning August 31, 1999.
o Security: The new bonds will rank equally with all of our other senior
debt secured by a lien on and security interest in shared collateral,
which consists of substantially all of our assets. In addition, the
indenture accounts, the debt service reserve account and the debt
service reserve letter of credit, other than to the extent the
provider's right to specific proceeds under the debt service reserve
letter of credit, are separate collateral solely for the benefit of the
holders of the new bonds.
o Ranking: The new bonds rank equally in right of payment with all other
present and future senior debt and senior in right of payment to all
subordinated debt.
o Listing: The new bonds will not be listed on any securities exchange or
NASDAQ.
THE EXCHANGE OFFER:
o Expiration: 5:00 p.m. New York City time on May 12, 2000, unless
otherwise extended.
o Tendered Bonds: All old bonds that are validly tendered and not validly
withdrawn at the expiration of the exchange offer will be exchanged for
an equal principal amount of new bonds that are registered under the
Securities Act of 1933.
o Tax Consequences: The exchange of old bonds for new bonds will not be a
taxable event for U.S. federal income tax purposes.
o We are not making this exchange offer in any state or jurisdiction
where it is not permitted.

YOU SHOULD CAREFULLY CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 17 OF THIS
PROSPECTUS BEFORE PARTICIPATING IN THE EXCHANGE OFFER OR INVESTING IN THE NEW
BONDS ISSUED IN THE EXCHANGE OFFER.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
------------------
The date of this prospectus is March 31, 2000.
<PAGE>
TABLE OF CONTENTS
Page Page
---- ----
PROSPECTUS SUMMARY.................1 CERTAIN RELATIONSHIPS AND RELATED
SUMMARY OF THE TERMS OF THE NEW TRANSACTIONS......................42
BONDS .............................1 SUMMARY OF PRINCIPAL PROJECT
SUMMARY OF THE EXCHANGE OFFER......6 CONTRACTS.........................43
SUMMARY OF RISK FACTORS...........11 ROLE OF THE INDEPENDENT ENGINEER..70
SUMMARY OF INDEPENDENT ENGINEER'S DESCRIPTION OF THE NEW BONDS......72
REPORT............................12 SUMMARY OF PRINCIPAL FINANCING
SUMMARY OF INDEPENDENT POWER DOCUMENTS.........................80
CONSULTANT'S REPORT...............15 PLAN OF DISTRIBUTION.............107
SUMMARY OF SIGNIFICANT PROJECT UNITED STATES FEDERAL INCOME TAX
CONTRACTS.........................16 CONSIDERATIONS...................107
RISK FACTORS......................17 LEGAL MATTERS....................107
USE OF PROCEEDS...................24 EXPERTS..........................108
CAPITALIZATION....................25 WHERE YOU CAN FIND MORE
CALCULATION OF EARNINGS TO FIXED INFORMATION......................108
CHARGES DEFICIENCY................25 INDEX TO FINANCIAL STATEMENTS....F-1
THE EXCHANGE OFFER................26 ANNEX A: GLOSSARY OF TECHNICAL
SELECTED FINANCIAL DATA...........35 TERMS............................A-1
MANAGEMENT'S DISCUSSION AND ANNEX B: INDEPENDENT ENGINEER'S
ANALYSIS OF FINANCIAL CONDITION REPORT...........................B-1
AND RESULTS OF OPERATIONS.........36 ANNEX C: INDEPENDENT POWER
OUR BUSINESS......................38 CONSULTANT'S REPORT..............C-1
OUR MANAGEMENT....................40
------------------------
This prospectus is part of a registration statement we filed with the
Securities and Exchange Commission. You should rely only on the information or
representations provided in this prospectus. We have not authorized any person
to provide information other than that provided in this prospectus. We are not
making an offer of these securities in any jurisdiction where the offer is not
permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front page of this
prospectus.
Each broker-dealer that receives new bonds for its own account under the
exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of the new bonds. The letter of transmittal states that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
This prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of new bonds received in
exchange for old bonds where the old bonds were acquired by the broker-dealer as
a result of market-making activities or other trading activities. We have agreed
that, starting on the expiration date of the exchange offer and ending on the
close of business 270 days after the expiration date, we will make this
prospectus available to any broker-dealer for use in connection with any resale.
See "PLAN OF DISTRIBUTION."
UK SELLING RESTRICTIONS
The new bonds may not be offered or sold in or into the United Kingdom
except to persons whose ordinary activities involve acquiring, holding, managing
or disposing of investments, as principal or agent, for the purposes of their
businesses, or in other circumstances that do not constitute an offer to the
public in the United Kingdom for the purposes of the Public Offers of Securities
Regulations 1995 or the Financial Services Act 1986, and this prospectus may
only be issued or passed on to persons in the United Kingdom if the persons are
of a kind described in article 11(3) of the Financial Services Act 1986
(Investment Advertisements) (Exemptions) Order 1996 or if the persons are
persons to whom this prospectus may otherwise lawfully be issued or passed on.
i
<PAGE>
PROSPECTUS SUMMARY
This summary highlights selected information from this prospectus but does

not contain all of the information that is important to you. To understand all
of the terms of the exchange offer and to attain a more complete understanding
of our business and financial situation, you should read carefully this entire
prospectus. For an explanation of specific technical terms used in this
prospectus, please read "ANNEX A: GLOSSARY OF TECHNICAL TERMS."
SUMMARY OF THE TERMS OF THE NEW BONDS
The exchange offer relates to the exchange of up to $308,500,000 principal
amount of new bonds for an equal principal amount of old bonds. The form and
terms of the new bonds are substantially identical to the form and terms of the
old bonds, except the new bonds will be registered under the Securities Act.
Therefore, the new bonds will not bear legends restricting their transfer. The
new bonds will evidence the same debt as the old bonds, which they replace, and
both the old bonds and the new bonds are governed by the same indenture.
Issuer: AES Ironwood, L.L.C.
Securities Offered: $308,500,000 aggregate principal amount of
8.857% Exchange Senior Secured Bonds due 2025.
Interest: We will pay interest on the bonds every three months, on
each February 28, May 31, August 31 and November 30,
beginning on the first payment date after the last date
to which interest has been paid.
Final Maturity Date: November 30, 2025.
Principal Repayment: We will pay principal on the new bonds in
installments quarterly on each February 28, May 31,
August 31 and November 30, commencing February 28, 2002
to the registered owners on the immediately preceding
record date as described under "DESCRIPTION OF THE NEW
BONDS--Payment of Interest and Principal."
Ratings: The new bonds are expected to be rated "BBB-" from
Standard & Poor's Rating Group and "Baa3" from Moody's
Investors Services, Inc., the same ratings borne by the
old bonds. See "DESCRIPTION OF THE NEW BONDS--Ratings."
Summary of
Coverage Ratios: You will find projected coverage ratios with respect to
the bonds in the projections included in the independent
engineer's report, which we have attached as Annex B,
and these ratios are subject to the qualifications,
limitations and exclusions described in the independent
engineer's report. The following ratios reflect the base
case assumptions described in the independent engineer's
report.
Post-Power
During Power Purchase
Full Term Purchase Agreement
of the Bonds Agreement Term Period
------------ -------------- ------
Debt Service Coverage
Minimum............. 1.45 1.45 5.77
Average............. 2.30 1.46 5.81
Interest Coverage
Minimum............. 1.58 1.58 18.45
Average............. 11.13 2.59 47.03
As described in the independent engineer's report, these
projections are subject to risks, uncertainties and
other factors which could cause actual results to differ
materially from those stated. We cannot assure that
these projected coverage ratios will be achieved. See
"ANNEX B: INDEPENDENT ENGINEER'S REPORT" and "RISK
FACTORS."
Optional Redemption: We may redeem any of the new bonds, in whole or in part,
at any time at a redemption price equal to:
o 100% of the principal amount; plus
o accrued interest; plus
1
<PAGE>
o a make-whole premium calculated using a discount
rate equal to the interest rate on comparable U.S.
Treasury securities plus 50 basis points.
Mandatory
Redemption: We must redeem all of the new bonds, in whole or in
part, at a redemption price equal to 100% of the
principal amount plus accrued interest if:
o we receive casualty proceeds, eminent domain
proceeds or specific performance liquidated
damages from Siemens Westinghouse under the
construction agreement; and
o in each case, specified additional conditions are

satisfied.
We must redeem all of the new bonds, in whole or in
part, at a redemption price equal to 100% of the
principal amount plus accrued interest if we receive
proceeds under the guaranty provided by The Williams
Companies, Inc. because we terminated the power purchase
agreement as a result of an event of default by Williams
Energy. See "DESCRIPTION OF THE NEW BONDS--Mandatory
Redemption."
Resale of the New
Bonds: We believe that beneficial interests in the new bonds
may be offered for resale, resold and otherwise
transferred by most owners of the new bonds without
further compliance with the registration and prospectus
delivery requirements of the Securities Act so long as:
o you are acquiring the new bonds in the ordinary
course of your business;
o you are not participating, and have no arrangement
or understanding with any person to participate,
in the distribution of the new bonds; and
o you are not an insider or a related party of ours.
This belief is based upon existing interpretations of
the staff of the SEC's Division of Corporation Finance
described in several no-action letters issued to third
parties unrelated to us and subject to important
restrictions described in "THE EXCHANGE OFFER--Purpose
and Effect of the Exchange Offer." We do not intend to
seek our own no-action letter. If our belief is wrong
and you transfer a new bond without delivering a
prospectus meeting the requirements of the Securities
Act or without an exemption from the requirements, you
may incur liability under the Securities Act. We do not
and will not assume or indemnify you against this
liability. There can be no assurance that the staff of
the SEC's Division of Corporation Finance would make a
similar determination about the new bonds as it has in
no-action letters about exchanges of the securities of
other companies.
Only broker-dealers that acquired the old bonds as a
result of market-making or other trading activities may
participate in the exchange offer. Each broker-dealer
that receives new bonds for its own account in the
exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of those new
bonds. This prospectus, as it may be amended or
supplemented from time to time, may be used by a
broker-dealer in connection with those resales.
Broker-dealers that acquired old bonds directly from us
may not rely on the interpretations of the SEC referred
to above. Accordingly, in order to sell their bonds,
broker-dealers that acquired old bonds directly from us
must comply with the registration and prospectus
delivery requirements, including being named as a
selling security holder in any resale prospectus.
Old bonds that are not tendered for exchange will
continue to be subject to existing transfer restrictions
and will not have registration rights. Therefore, the
market for secondary resales of any old bonds that are
not tendered for exchange is likely to be minimal.
Equity Contributions: We have entered into an equity subscription agreement
with AES Ironwood, Inc. under which AES Ironwood, Inc.
agreed to contribute up to $50,149,285 in equity to us
to fund project costs. AES Ironwood, Inc.'s obligation
under the equity subscription agreement will be
2
<PAGE>
supported by an acceptable letter of credit or an
acceptable bond. AES Ironwood, Inc. will fund amounts
available under the equity subscription agreement when
all funds in the construction account have been used or
during the continuation of an event of default under the
indenture, whichever occurs first. We have the option of
treating a portion or all of the equity contribution as
affiliate subordinated debt. Subject to the conditions
described in the equity subscription agreement and the
collateral agency agreement, including achievement of
final completion of our facility, funding of all
required amounts and deposits under the collateral
agency agreement and absence of any default, any equity
which remains committed under the equity subscription
agreement but unfunded after the commercial operation
date may be canceled. The commercial operation date is
the date initial startup testing at our facility has
been successfully completed and all necessary approvals,
permits, and authorizations have been obtained to allow
us to begin selling energy and capacity.

Ranking: Other than the bonds, which have an aggregate principal
balance of $308.5 million, we do not have any
outstanding long-term debt. The new bonds will:
o rank equally in right of payment with all future
senior secured debt; and
o rank senior in right of payment to all subordinated
debt.
Any debt incurred under the debt service reserve
letter of credit or the construction period letter of
credit will rank equally in right of payment with the
new bonds. There are currently no drawings
outstanding under those letters of credit.
Collateral: The new bonds will rank equally with all of our other
senior debt by a lien on and security interest in the
collateral.
o The indenture accounts, the debt service reserve
account and the debt service reserve letter of
credit, other than to the extent of the letter of
credit provider's right to specific proceeds, will
constitute separate collateral solely for the
benefit of the holders of the bonds.
o The collateral for the benefit of holders of
senior debt, including holders of the new bonds,
will include:
o all of our revenues;
o the project accounts, other than the debt
service reserve account;
o all of our real and personal property;
o proceeds of insurance, condemnation and
liquidated damages payments, if any;
o all project contracts;
o all ownership interests in our company; and
o the equity contribution and all rights under
the equity subscription agreement.
Limited Recourse: All obligations in connection with the new bonds will be
solely our obligations. The bondholders will have no
claim against or recourse to the holders of our
ownership interests or any of our affiliates or any of
their incorporators, stockholders, directors, officers
or employees for the repayment of the new bonds, except
to the extent of their obligations under the transaction
documents, including the equity contribution and the
pledge of AES Ironwood, Inc.'s ownership interests in
our company.
Debt Service
Reserve Account: We will be required to fund or provide for the funding
of a debt service reserve account on the commercial
operation date, the guaranteed completion date or
December 31, 2002, whichever occurs first, in an amount
sufficient to pay principal and interest due on the
bonds on the next two payment dates plus, if we provide
a letter of credit in lieu of funding the debt service
reserve account, six months of interest on the maximum
amount of the letter of credit. We anticipate satisfying
this requirement by providing a letter of credit issued
by Dresdner Bank AG, New York Branch or another
financial institution rated at least "A" by Standard &
Poor's and "A2" by Moody's.
3
<PAGE>
Change in Control: While the new bonds are outstanding, the indenture
requires The AES Corporation to maintain directly or
indirectly at least 51% of both of the voting and
economic interests in our company. If The AES
Corporation desires to reduce its voting or economic
interest in AES Ironwood, L.L.C. below 51%, either we
must receive confirmation of the initial ratings of the
bonds or the holders of at least two-thirds in aggregate
principal amount of the bonds must approve the change in
ownership.
Other Principal
Covenants: The indenture contains limitations on, among other
actions:
o incurring additional indebtedness;
o granting liens on our property;
o distributing equity and paying subordinated

indebtedness issued by our affiliates;
o entering into transactions with our affiliates;
o amending, terminating or assigning of project
contracts; and
o fundamental changes or disposition of assets.
See "SUMMARY OF PRINCIPAL FINANCING
DOCUMENTS--Indenture--Negative Covenants."
Form, Denomination and
Registration of Bonds: New bonds will be issued in fully registered form
without coupons in denominations of U.S.$100,000 and any
integral multiple of US$1,000 in excess thereof and will
be represented by one or more global bonds, each
registered in the name of a nominee of DTC. Beneficial
interests in the global bonds will be shown on, and
transfers of the beneficial interests will be effected
only through, the book-entry records maintained by DTC
and its direct and indirect participants, including the
Euroclear Systems and Cedel Bank.
Governing Law: The new bonds, the indenture and the other principal
financing documents, other than the mortgage, are
governed by the laws of the State of New York. The
mortgage is governed by the laws of the Commonwealth of
Pennsylvania.
Intercreditor
Arrangements: The collateral agency agreement requires the vote of
senior creditors holding at least one-third of our debt
to direct specified actions of the collateral agent. The
collateral agent, who is appointed by the senior
creditors to act on their behalf, may be directed to
exercise its rights to seek immediate repayment of the
bonds or its other rights under the collateral agency
agreement following:
o an event of default under the debt service reserve
letter of credit and reimbursement agreement under
which the letter of credit provider will provide
to us the letter of credit to fund the debt
service reserve account;
o an event of default under the construction period
letter of credit and reimbursement agreement,
under which the letter of credit provider has
provided to us the letter of credit if the
commercial operation date is not achieved;
o an event of default under the indenture; or
o a bankruptcy event with respect to us. The bonds
will represent approximately 95%, without giving
effect to any construction period letter of
credit, of the combined credit exposure, and, in
respect of matters voted on by the senior
creditors, the trustee under the indenture will
vote all bonds according to the votes of a
majority of bondholders voting. See "SUMMARY OF
PRINCIPAL FINANCING DOCUMENTS--Collateral Agency
Agreement."
4
<PAGE>
Accounts and
Flows of Funds: Following the commercial operation date, project
revenues will be deposited in accounts established under
the financing documents and held by the trustee and the
collateral agent. In most circumstances, operating
revenues will be applied in the following order:
o operating and maintenance costs, including any
working capital loans;
o fees, costs and expenses of the trustee,
collateral agent, debt service reserve letter of
credit provider and any construction period letter
of credit provider;
o interest payments on the bonds, debt service
reserve letter of credit loans and any
construction period letter of credit loans;
o principal payments on the bonds and any
construction period letter of credit loans;
o replenishment of the debt service reserve account
and principal payments on debt service reserve
letter of credit loans;
o required deposits in the major maintenance reserve
account;
o non-dispatch payments to Williams Energy;
o fuel conversion volume rebate payments to Williams
Energy;
o subordinated bonuses to Siemens Westinghouse, if
any;
o repayment of third-party subordinated debt; and
o subject to the restricted payments test, permitted
distributions to persons holding ownership
interests in our company.

Under circumstances involving a termination or
non-renewal of the debt service reserve letter of credit
or specified delays in repayment of the principal amount
of debt service reserve letter of credit loans,
principal repayments of drawings on the debt service
reserve letter of credit will be made at the same
priority as principal on the new bonds. Under certain
circumstances, if no default or event of default under
the indenture is continuing, we may from time to time
withdraw funds then deposited in specified accounts
established under the financing documents so long as we
provide to the collateral agent acceptable credit
support to ensure repayment of the withdrawn funds. See
"SUMMARY OF PRINCIPAL FINANCING DOCUMENTS--Collateral
Agency Agreement--Payments During Operating Period" and
"--Advances."
Independent Engineer: Stone & Webster Management Consultants, Inc., as the
independent engineer, is responsible for confirming the
reasonableness of specific statements and projections
made in specified certificates required to be provided,
including with respect to:
o satisfaction of specific requirements under the
construction agreement;
o the cost of and occurrence of the completion of
rebuilding, repairing or restoring our facility
following an event of loss or event of eminent
domain;
o under specified circumstances, the calculation of
debt service coverage ratios and the consistency
of assumptions made in connection therewith;
o whether any termination, amendment or modification
of any project contract would reasonably be
expected to have a material adverse effect; and
o specified tests required for the issuance of
additional debt.
5
<PAGE>
SUMMARY OF THE EXCHANGE OFFER
We summarize the terms of the exchange offer below. You should read the
discussion under the heading "THE EXCHANGE OFFER" beginning on page 26 for
further information regarding the exchange offer and resale of the new bonds.
The Exchange Offer: We are offering to exchange up to $308,500,000 aggregate
principal amount of new bonds, which have been
registered under the Securities Act, for up to
$308,500,000 aggregate principal amount of old bonds,
which we issued on June 25, 1999 in a private offering.
In order for your old bonds to be exchanged, you must
properly tender them prior to the expiration of the
exchange offer. All old bonds that are validly tendered
and not validly withdrawn will be exchanged. We will
issue new bonds on or promptly after the expiration of
the exchange offer. Old bonds may be exchanged for new
bonds only in integral multiples of $1,000.
Registration Rights
Agreement: We sold the old bonds on June 25, 1999 to the initial
purchasers of the old bonds. Simultaneously with that
sale we signed a registration rights agreement with the
initial purchasers which requires us to conduct this
exchange offer.
You have the right pursuant to the registration rights
agreement to exchange your old bonds for new bonds with
substantially identical terms. This exchange offer is
intended to satisfy this right. After the exchange offer
is complete, you will no longer be entitled to any
exchange or registration rights with respect to old
bonds you do not tender for exchange.
Consequences of Failure
to Exchange Your
Old Bonds: If you do not exchange your old bonds for new bonds
pursuant to the exchange offer, you will continue to be
subject to the restrictions on transfer provided in the
old bonds and the indenture. In general, the old bonds
may not be offered or sold unless registered under the
Securities Act, except pursuant to an exemption from, or
in a transaction not subject to, the Securities Act and
applicable state securities laws. We do not currently
plan to register the old bonds under the Securities Act.
To the extent that old bonds are tendered and accepted

in the exchange offer, the trading market for untendered
old bonds and tendered but unaccepted old bonds will be
adversely affected.
Expiration Date: The exchange offer will expire at 5:00 p.m., New York
City time, on May 12, 2000, or a later date and time to
which we may extend it, in which case the term
"expiration date" will mean the latest date and time to
which the exchange offer is extended. Notwithstanding
the preceding sentence, we will not extend the
expiration date beyond September 30, 2000.
Withdrawal of Tenders: You may withdraw your tender of old bonds at any time
prior to the expiration date by delivering written
notice of your withdrawal to the exchange agent in
accordance with the withdrawal procedures described in
this prospectus. We will return to you, without charge,
promptly after the expiration or termination of the
exchange offer any old bonds that you tendered but that
were not accepted for exchange. The new bonds will be
issued on or promptly after the expiration date.
Conditions to
the Exchange Offer: We will not be required to accept old bonds for exchange
if the exchange offer would violate applicable law or
any legal action has been instituted or threatened that
would impair our ability to proceed with the exchange
offer. The exchange offer is not conditioned upon any
minimum aggregate principal amount of old bonds being
tendered. We reserve the right to terminate the exchange
offer if certain specified conditions have not been
satisfied and to waive any condition or otherwise amend
the terms of the exchange offer in any respect. Please
read the section "THE EXCHANGE OFFER--Conditions to the
Exchange Offer" on page 29 for more information
regarding the conditions to the exchange offer.
6
<PAGE>
Procedures for
Tendering Old
Bonds and
Representations: If your old bonds are held through The Depository Trust
Company and you wish to participate in the exchange
offer, you may do so through one of the following
methods:
o Delivery of a Letter of Transmittal. You must
complete and sign a letter of transmittal in
accordance with the instructions contained in the
letter of transmittal and forward the letter of
transmittal by mail, facsimile transmission or
hand delivery, together with any other required
documents, to the exchange agent, either with the
old bonds to be tendered or in compliance with the
specified procedures for guaranteed delivery of
the old bonds; or
o Automated Tender Offer Program of The Depository
Trust Company. If you tender under this program,
you will agree to be bound by the letter of
transmittal that we are providing with this
prospectus as though you had signed the letter of
transmittal.
Under both methods, by signing or agreeing to be bound
by the letter of transmittal, you will represent to us
that, among other things:
o any new bonds that you receive are being acquired
in the ordinary course of your business;
o you have no arrangement or understanding with any
person or entity to participate in any
distribution of the new bonds;
o you are not engaged in and do not intend to engage
in any distribution of the new bonds;
o if you are a broker-dealer that will receive new
bonds for your own account in exchange for old
bonds, you acquired those bonds as a result of

market-making activities or other trading
activities and you will deliver a prospectus, as
required by law, in connection with any resale of
the new bonds; and
o you are not our "affiliate," as defined in Rule
405 of the Securities Act.
Please do not send your letter of transmittal or
certificates representing your old bonds to us. Those
documents should only be sent to the exchange agent.
Questions regarding how to tender and requests for
information should be directed to the exchange agent.
Special Procedures for
Beneficial Owners: If you own a beneficial interest in old bonds that are
registered in the name of a broker, dealer, commercial
bank, trust company or other nominee, and you wish to
tender the old bonds in the exchange offer, you should
contact the registered holder promptly and instruct the
registered holder to tender on your behalf.
Consequences of Not
Complying with
Exchange Offer
Procedures: You are responsible for complying with all exchange
offer procedures. You will only receive new bonds in
exchange for your old bonds if, prior to the expiration
date, you deliver to the exchange agent (1) the letter
of transmittal, properly completed and duly executed,
(2) any other documents or signature guarantees required
by the letter of transmittal certificates for the old
bonds or a book-entry confirmation of a book-entry
transfer of the old and (3) bonds into the exchange
agent's account at DTC.
Any old bonds you hold and do not tender, or which you
tender but which are not accepted for exchange, will
remain outstanding. You will not have any appraisal or
dissenters' rights in connection with the exchange
offer.
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You should allow sufficient time to ensure that the
exchange agent receives all required documents before
the expiration of the exchange offer. Neither we nor the
exchange agent has any duty to inform you of defects or
irregularities with respect to your tender of old bonds
for exchange.
Guaranteed Delivery
Procedures: If you wish to tender your old bonds and cannot comply,
prior to the expiration date, with the applicable
procedures for tendering old bonds described above and
under "THE EXCHANGE OFFER--Procedures for Tendering",
you must tender your old bonds according to the
guaranteed delivery procedures described in "THE
EXCHANGE OFFER--Guaranteed Delivery Procedures"
beginning on page 31.
U.S. Federal Income
Tax Consideration: The exchange of old bonds for new bonds in the exchange
offer will not be a taxable event for U.S. federal
income tax purposes. Please read "UNITED STATES FEDERAL
INCOME TAX CONSIDERATIONS" on page 107.
Use of Proceeds: We will not receive any cash proceeds from the issuance
of new bonds. We intend to use the net proceeds from the
sale of the old bonds, together with an approximately
$50 million equity contribution, to:
o fund the engineering, procurement, construction,
testing and commissioning of our facility;
o pay legal, accounting and other related fees and
expenses in connection with the financing and
development of our project; and
o pay project costs, including interest on the
bonds.

The Exchange Agent
We have appointed The Bank of New York as exchange agent for the exchange
offer. You should direct questions and requests for assistance, requests for
additional copies of this prospectus or of the letter of transmittal and
requests for the notice of guaranteed delivery to the exchange agent addressed
as follows: The Bank of New York, 101 Barclay Street, 7E, New York, New York
10286; (212) 815-5988. Eligible institutions may make requests by facsimile at
(212) 815-6339.
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AES Ironwood, L.L.C.
AES Ironwood, L.L.C was formed to develop, construct, own, operate and
maintain a gas-fired electric generating power plant in Lebanon County,
Pennsylvania. We are in the developmental stage and currently have no operating
revenues. All of the equity interests in our company are owned by AES Ironwood,
Inc., a wholly-owned subsidiary of The AES Corporation. The AES Corporation will
provide funds to AES Ironwood, Inc. so that AES Ironwood, Inc. can make an
equity contribution to us to fund project costs. AES Ironwood, Inc. currently
has no operations outside of its activities in connection with our project and
does not anticipate undertaking any operations not associated with our project.
AES Ironwood, Inc. has no assets other than its membership interests in us and
AES Prescott, L.L.C., which will provide development, construction management
and operations and maintenance services to us. AES Prescott has no operations
outside of its activities in connection with our project. The AES Corporation
will supply AES Prescott with personnel and services necessary to carry out its
obligations to us. The AES Corporation is a public company and is subject to the
informational requirements of the Securities Exchange Act of 1934 and, in
accordance therewith, files reports, proxy statements and other information,
including financial reports, with the SEC. See "WHERE YOU CAN FIND MORE
INFORMATION."
The following organizational chart illustrates the relationship among our
company, AES Ironwood, Inc., AES Prescott and The AES Corporation:
The AES Corporation
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AES Ironwood, Inc.
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AES Ironwood, L.L.C. AES Prescott, L.L.C.
Our Facility
Our facility, which is still under construction, consists of a 705
megawatt (net) gas-fired combined cycle electric generating facility with
oil-firing capability. We expect our facility to become operational by
approximately June 30, 2001. We will not receive any revenues from the power
purchase agreement or otherwise before our facility becomes operational, at
which time we will begin to receive revenues under the power purchase agreement.
We will sell all of our facility's capacity, and provide fuel conversion and
ancillary services, to Williams Energy under a long-term power purchase
agreement. After the expiration of the 20-year term of the power purchase
agreement, we will enter into other power purchase agreements or operate our
facility as a merchant plant (i.e., an electric generation facility with no
dedicated long-term power purchase agreement).
Our facility will be located in South Lebanon Township, Lebanon County,
Pennsylvania on property owned by us. Our facility will be designed, engineered,
procured and constructed for us by Siemens Westinghouse Power
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Corporation under a fixed-price construction agreement. Among other components,
our facility will use two Siemens Westinghouse model 501G combustion turbines
with hydrogen-cooled generators, two unfired heat recovery steam generators and
one multicylinder steam turbine with a hydrogen-cooled generator. Siemens
Westinghouse will provide us with specific combustion turbine maintenance