AES Gener S.A. Announces Partial Cash Tender Offers for Its 5.250% Senior Notes Due 2021 and Its 5.000% Senior Notes Due 2025, and Empresa El ctrica Angamos S.A. Announces Partial Cash Tender Offer for Its 4.875% Senior Secured Notes due 2029

AES Gener S.A. Announces Partial Cash Tender Offers for Its 5.250% Senior Notes Due 2021 and Its 5.000% Senior Notes Due 2025, and Empresa El ctrica Angamos S.A. Announces Partial Cash Tender Offer for Its 4.875% Senior Secured Notes due 2029

PR Newswire

SANTIAGO, Chile, June 27, 2018 /PRNewswire/ — AES Gener S.A. (“AES Gener“) and Empresa El ctrica Angamos S.A., a wholly owned indirect subsidiary of AES Gener (“Angamos“, and together with AES Gener, the “Companies“) today announced that they have launched offers to purchase for cash (collectively, the “Tender Offers” and each a “Tender Offer“) their outstanding senior notes listed in the table below (collectively, the “Notes“), upon the terms and conditions described in its Offer to Purchase dated June 27, 2018 (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)

4.875% Notes due 2029 (the “Angamos Notes“)………………

CUSIP: 29246TAA7 / P3713Q AA5; ISIN: US29246TAA79 / USP3713QAA50

U.S. $574,829,718

U.S.$ 100,000,000

1

U.S. $948.75

U.S. $30.00

U.S. $978.75

5.250% Notes due 2021 (the “2021 Notes“)………………

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

U.S. $291,682,000

None

2

U.S. $1,015.00

U.S. $30.00

U.S. $1,045.00

5.000% Notes due 2025 (the “2025 Notes“)………………

CUSIP: 00105DAE5 / P0607LAB9; ISIN: US00105DAE58 / USP0607LAB91

U.S. $172,363,000

None

3

U.S. $975.00

U.S. $30.00

U.S. $1,005.00

(1) Aggregate principal amount outstanding as of June 26, 2018.

(2) The Tender Cap applies to the aggregate principal amount of the Notes tendered that may be purchased in respect of the applicable series of Notes issued by Angamos.

(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 and Angamos are offering to purchase an aggregate principal amount of Notes that will not result in an aggregate principal amount of tendered Notes that exceeds U.S. $200,000,000 (such aggregate principal amount, subject to increase by the Companies, the “Aggregate Maximum Principal Amount“).

Subject to the Aggregate Maximum Principal Amount, 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 highest Acceptance Priority Level, 2 being the lower Acceptance Priority Level and 3 being the lowest Acceptance Priority Level), subject to the proration arrangements applicable to the Tender Offers. No more than U.S. $100 million aggregate principal amount (subject to increase by Angamos, the “Angamos Tender Cap“) of Angamos’ 4.875% senior secured notes due 2029 (the “Angamos 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 July 25, 2018, unless individually amended, extended or terminated by the relevant Company (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 U.S. $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 July 11, 2018 (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 July 11, 2018, unless extended by the relevant Company (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. The Companies reserve the right, but are under no obligation, to increase the Aggregate Maximum Principal Amount and/or the Angamos Tender Cap at any time, subject to applicable law. If the relevant Company increases the Aggregate Maximum Principal Amount and/or the Angamos Tender Cap, it does not expect to extend the withdrawal deadline, subject to applicable law.

Each Company 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 the relevant Company’s option and is currently expected to occur on July 13, 2018, subject to all conditions to the Tender Offers having been either satisfied or waived by the relevant Company as of the early settlement date. Each Company 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 July 27, 2018, the second business day following the expiration date. If either Company 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 Principal Amount, the Angamos Tender Cap and proration, the Companies 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 a 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 a 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 principal amount of Notes validly tendered by the early tender time equals or exceeds the Aggregate Maximum Principal Amount, 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 a higher Acceptance Priority Level than Notes validly tendered prior to the early tender time. Acceptance for tenders of Notes of any series may be subject to proration if the aggregate principal amount of such series of Notes validly tendered would result in an aggregate principal amount that exceeds the Aggregate Maximum Principal Amount. Acceptance for tenders of the Angamos Notes may be subject to proration if the aggregate principal amount of validly tendered Angamos Notes exceeds the Angamos Tender Cap.

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

The Companies intend 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.

Itau BBA USA Securities, Inc. (“Itau BBA“) and J.P. Morgan Securities LLC (“J.P. Morgan“) 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 Itau BBA at (toll free) (888) 770-4828 or (collect) (212) 710-6749, or J.P. Morgan at (toll free) (866) 846-2874 or (collect) (212) 834-7279. Requests for the Offer to Purchase should be directed to D.F. King at (toll free) (888) 887-0082 or (collect) (212) 269-5550 or by email at aesgener@dfking.com.

None of the Companies, their board of directors, their 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 Companies’ 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 each 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 relevant 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 Companies’ 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. Each 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

Cision View original content:http://www.prnewswire.com/news-releases/aes-gener-sa-announces-partial-cash-tender-offers-for-its-5-250-senior-notes-due-2021-and-its-5-000-senior-notes-due-2025–and-empresa-electrica-angamos-sa-announces-partial-cash-tender-offer-for-its-4-875-senior-secured-no-300673225.html

SOURCE AES Gener S.A.

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