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AES Gener S.A. Announces Partial Cash Tender Offers for Its 5.000% Senior Notes Due 2025 and Its 5.250% Senior Notes Due 2021

SANTIAGO, Chile, Nov. 30, 2017 /PRNewswire/ -- AES Gener S.A. ("AES Gener" or the "Company") today announced that it has launched offers to purchase for cash (collectively, the "Tender Offers" and each a "Tender Offer") its outstanding senior notes listed in the table below (collectively, the "Notes"), upon the terms and conditions described in its Offer to Purchase dated November 30, 2017 (the "Offer to Purchase").


Dollars per U.S.$1,000 Principal
Amount of Notes

Title of Notes

CUSIP and ISIN Numbers

Aggregate Principal

Amount

Outstanding(1)

Tender Cap(2)

Acceptance

Priority Level

Tender Offer

Consideration(3)

Early Tender Premium

Total

Consideration(3)(4)

5.000% Notes due 2025

CUSIP: 00105DAE5 /

P0607LAB9; ISIN:

US00105DAE58 /

USP0607LAB91

U.S. $390,000,000

U.S. $175,000,000

1

U.S.$ 997.50

U.S.$ 30.00

U.S.$ 1,027.50

5.250% Notes due 2021

CUSIP: 00105DAC9 / P0607JAE8; ISIN: US00105DAC92 / USP0607JAE84

U.S. $401,682,000

U.S. $110,000,000

2

U.S.$ 1,037.50

U.S.$ 30.00

U.S.$ 1,067.50










(1) Aggregate principal amount outstanding as of November 29, 2017.

(2) The Tender Caps apply to the aggregate purchase price, excluding accrued interest, of the applicable series of Notes.


(3) Does not include accrued interest, which will be paid in addition to the Total Consideration of the Tender Offer Consideration, as
applicable.


(4) Includes the Early Tender Premium.


AES Gener is offering to purchase an aggregate principal amount of Notes that will not result in an aggregate amount that all holders of the Notes are entitled to receive in the Tender Offers, excluding accrued and unpaid interest, that exceeds $245,000,000 (such purchase price, subject to increase by AES Gener the "Aggregate Maximum Purchase Price").

Subject to the Aggregate Maximum Purchase Price, the amount of a series of Notes that is purchased in the Tender Offers on any settlement date will be based on the order of priority set forth in the above table (with 1 being the higher Acceptance Priority Level and 2 being the lower Acceptance Priority Level), subject to the proration arrangements applicable to the Tender Offers. No more than $175 million aggregate purchase price, excluding accrued interest (subject to increase by AES Gener, the "2025 Tender Cap") of AES Gener's 5.000% senior notes due 2025 (the "2025 Notes") and no more than $110 million aggregate purchase price, excluding accrued interest (subject to increase by AES Gener, the "2021 Tender Cap" and, together with the 2025 Tender Cap, the "Tender Caps"), of AES Gener's 5.250% senior notes due 2021 (the "2021 Notes") will be purchased in the Tender Offers.

Each Tender Offer is a separate offer and will expire at 11:59 p.m., New York City time, on December 28, 2017, unless individually amended, extended or terminated by AES Gener (the "expiration date"). No tenders submitted after the expiration date will be valid. 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. Holders of Notes that are validly tendered prior to 5:00 p.m., New York City time, on December 13, 2017 (subject to extension, the "early tender time") and accepted for purchase pursuant to the applicable Tender Offer will receive the applicable Total Consideration set forth in the above table, which includes the applicable Tender Offer Consideration plus the applicable Early Tender Premium. Holders of Notes tendering their Notes after the early tender time will not be eligible to receive the Early Tender Premium. 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 interest payment date with respect to those Notes to, but not including, the applicable settlement date.

Tendered Notes may be withdrawn from the Tender Offers prior to 5:00 p.m., New York City time, on December 13, 2017, unless extended by AES Gener (the "withdrawal deadline"). Holders of Notes who tender their Notes after the withdrawal deadline, but prior to the expiration date, may not withdraw their tendered Notes. AES Gener reserves the right, but is under no obligation, to increase the Aggregate Maximum Purchase Price and/or any or all of the Tender Caps at any time, subject to applicable law. If AES Gener increases the Aggregate Maximum Purchase Price and/or any or all of the Tender Caps, it does not expect to extend the withdrawal deadline, subject to applicable law.

AES Gener reserves the right, but is under no obligation, at any point following the early tender time and before the expiration date, to accept for purchase any Notes validly tendered prior to the early tender time. The early settlement date will be determined at AES Gener's option and is currently expected to occur on December 15, 2017, subject to all conditions to the Tender Offers having been either satisfied or waived by AES Gener as of the early settlement date. AES Gener will purchase any remaining Notes that have been validly tendered and accepted in the Tender Offers prior to the expiration date promptly following the expiration date. The final settlement date is expected to occur on December 29, 2017, the first business day following the expiration date. If AES Gener does not elect to have an early settlement date, payment for such Notes will be made on the final settlement date.

Subject to the Aggregate Maximum Purchase Price, the Tender Caps and proration, AES Gener will accept Notes for purchase in the Tender Offers in the following order:

(i) with respect to Notes validly tendered prior to the early tender time, all Notes having the higher Acceptance Priority Level will be accepted before any Notes validly tendered prior to the early tender time having a lower Acceptance Priority Level are accepted in the Tender Offers; and

(ii) with respect to Notes validly tendered after the early tender time, all Notes having the higher Acceptance Priority Level will be accepted before any Notes validly tendered after the early tender time having a lower Acceptance Priority Level are accepted in the Tender Offers.

If the aggregate purchase price, excluding accrued interest, of Notes validly tendered by the early tender time equals or exceeds the Aggregate Maximum Purchase Price, holders who validly tender Notes after the early tender time will not have any of their Notes accepted for purchase. Notes validly tendered prior to the early tender time will be accepted for purchase in priority to Notes validly tendered after the early tender time, even if Notes validly tendered after the early tender time have the higher Acceptance Priority Level than Notes validly tendered prior to the early tender time. Acceptance for tenders of Notes of either series may be subject to proration if the aggregate purchase price of such series of Notes validly tendered would result in an aggregate purchase price that exceeds the Aggregate Maximum Purchase Price. Acceptance for tenders of the 2025 Notes and the 2021 Notes may be subject to proration if the aggregate purchase price, excluding accrued Interest, of validly tendered 2025 Notes or 2021 Notes, as the case may be, exceeds the applicable Tender Cap.

The Tender Offers are not conditioned upon the tender of any minimum principal amount of Notes of either series. However, the Tender Offers are subject to, and conditioned upon the satisfaction or waiver of certain conditions described in the Offer to Purchase.

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 cash on hand.

Citigroup Global Markets Inc. ("Citigroup") and SMBC Nikko Securities America, Inc. ("SMBC Nikko") are the Dealer Managers in the Tender Offers. Global Bondholder Services Corporation ("GBSC") has been retained to serve as the Tender and Information Agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Citigroup at (toll free) (800) 558-3745 or (collect) (212) 723-6106, or SMBC Nikko at (toll free) (888) 868-6856 or (collect) (212) 224-5417. Requests for the Offer to Purchase should be directed to GBSC at (toll free) (866) 794-2200 or (collect) (212) 430-3774.

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 Offer to Purchase. 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 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, including whether the Tender Offers are consummated in whole or in part. 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.

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SOURCE AES Gener S.A.