AES Gener S.A. Offer to Purchase for Cash Any and All of its Outstanding 5.250% Senior Notes due 2021 and its 5.000% Senior Notes due 2025

SANTIAGO, Chile, Sept. 25, 2019 /PRNewswire/ — AES Gener S.A. (“AES Gener” or the “Company“) today announced that it has launched offers to purchase for any and all of its outstanding 5.250% Senior Notes due 2021 (the “2021 Notes“) and any and all of its outstanding 5.000% Senior Notes due 2025 (the “2025 Notes” and together with the 2021 Notes, the “Notes“).  The Company refers to each offer to purchase a series of Notes as a “Tender Offer” and collectively as the “Tender Offers.” No tenders submitted after the expiration date will be valid.  The Tender Offers will take place upon the terms and conditions described in AES Gener’s offer to purchase, dated September 25, 2019 (the “Offer to Purchase“), and the related Notice of Guaranteed Delivery (as such term is defined in the Offer to Purchase and, together with the Offer to Purchase, the “Tender Offer Documents”).  Capitalized terms not otherwise defined herein have the terms assigned to them in the Offer to Purchase.

The following table sets forth certain terms of the Tender Offers:

Title of Notes

CUSIP and ISIN Numbers

Aggregate

Principal

Amount

Outstanding

Tender Offer

Consideration(1)

5.250% Senior Notes due 2021

CUSIP: 00105D AC9 / P0607JAE8;

ISIN:  US00105DAC92 / No. USP0607JAE84

U.S.$191,685,000

U.S.$1,058.75

5.000% Senior Notes due 2025

CUSIP: 00105D AE5 / P0607LAB9;

ISIN:  US00105DAE58 /  USP0607LAB91

U.S.$172,363,000

U.S.$1,060.00





(1) Dollars per U.S.$1,000 principal amount of Notes.  Does not include Accrued Interest, which will also be payable as provided herein.

The Tender Offers will expire at 8:30 a.m., New York City time, on October 2, 2019, unless amended, extended or terminated by AES Gener (with respect to each Tender Offer, the “Expiration Date“).  The Tender Offers may be amended, extended or terminated.

Subject to the terms and conditions of the Tender Offers, the consideration for each $1,000 principal amount of the Notes validly tendered and accepted for purchase pursuant to the Tender Offers will be the applicable Tender Offer Consideration set forth in the above table.  All Notes validly tendered and accepted for purchase pursuant to the Tender Offers will also receive accrued and unpaid interest on such Notes from the last applicable interest payment date with respect to those Notes to, but not including, the applicable settlement date.  The amount of such interest will be subject to withholding tax gross-up using the same methodology as in each respective Indenture.

Tendered Notes may be withdrawn from the Tender Offers prior to 8:30 a.m., New York City time, on October 2, 2019, unless extended by AES Gener (the “Withdrawal Deadline“).

AES Gener anticipates that it will accept for purchase Notes validly tendered and not validly withdrawn at or before the applicable Expiration Date and pay for such accepted Notes promptly following the applicable Expiration Date and the applicable Guaranteed Delivery Date (with respect to each Tender Offer, the “Settlement Date“).

The Settlement Date for each Tender Offer will be promptly following the applicable Guaranteed Delivery Date and is expected to occur on October 7, 2019, which is the third business day after the Expiration Date, unless the Tender Offers are extended or earlier terminated by AES Gener in its sole discretion, subject to applicable law and all conditions to the Tender Offers having been either satisfied or waived by AES Gener as of the applicable Settlement Date.

The Tender Offers are not conditioned upon the tender of any minimum principal amount of Notes.  However, the Tender Offers are subject to, and conditioned upon the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the financing condition (as defined therein) in respect of the Tender Offers.

AES Gener intends to fund the Tender Offers, including accrued and unpaid interest and fees and expenses payable in connection with the Tender Offers, with a concurrent offering of junior subordinated capital notes (the “New Notes“).  The Bond Offering will be exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act“).  The Tender Offers are not an offer to sell or a solicitation of an offer to buy the New Notes.

BofA Securities, Inc., (“BofA Merrill Lynch“), Citigroup Global Markets Inc. (“Citigroup“) Goldman Sachs & Co. LLC (“Goldman Sachs“) J.P. Morgan Securities LLC (“J.P. Morgan“) and Santander Investment Securities Inc. (“Santander“) are the Dealer Managers in the Tender Offers. D.F. King & Co., Inc. (“D.F. King“) has been retained to serve as the Tender and Information Agent for the Tender Offers.  Persons with questions regarding the Tender Offers should contact BofA Merrill Lynch at (toll free) (800) 292-0070 or (collect) (646) 855-8988, Citigroup at (toll free) (800) 558-3745 or (collect) (212) 723-6106, Goldman Sachs at (toll free) (800) 828-3182 or (collect) (212) 902-6351, J.P. Morgan at (toll free) (866) 846-2874 or (collect) (212) 834-7279, or Santander at (toll free) (855) 404-3636 or (collect) (212) 940-1442.

The complete terms and conditions of the Tender Offer are described in the Tender Offer Documents, copies of which are available at the following web address: http://www.dfking.com/aes, or may also be obtained from D.F. King, by contacting D.F. King at (toll-free) (877) 297-1747 (Toll-Fee) or (collect) (212) 269-5550, or email aes@dfking.com.

None of the Company, its board of directors, its officers, the dealer managers, the depositary, the information agent or the trustees with respect to the Notes, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a recommendation.  Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender.

This press release is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes or any other securities.  The Tender Offers are being made solely pursuant to the terms of the Tender Offer Documents.  The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.  The Offer to Purchase does not constitute an offer to purchase in Chile or to any resident of Chile, except as permitted by applicable Chilean law.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934 that are not based on historical facts and are not assurances of future results.  These forward-looking statements are based on management’s current expectations and estimates about future events and financial trends, which affect or may affect the Company’s businesses and results of operations.  The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar words are intended to identify estimates and forward-looking statements.  These statements include but are not limited to forward-looking statements about the planned Tender Offers.  Although the Company believes that these forward-looking statements are based upon reasonable assumptions, these statements are subject to several risks and uncertainties and are made in light of information currently available to the Company.  Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance.  Any changes in such assumptions or factors could cause actual results to differ materially from current expectations and the Company’s future results may differ materially from those expressed in these estimates and forward- looking statements.

All forward-looking statements are expressly qualified in their entirety by this cautionary statement, and you should not place reliance on any forward-looking statement contained in this press release.  The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

Juan-Luis Carrasco, Investor Relations Manager, Investor Relations, juan.carrasco@aes.com,

+56-2-2686-8842

Karin Niklander, Communications Manager, Corporate Communications, karin.niklander@aes.com, +56-2-2686-8905

SOURCE AES Gener S.A.

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