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Press release from Business Wire

AES Announces Early Settlement of Its Tender Offers for Its Outstanding 7.75% Senior Notes due 2014, 7.75% Senior Notes due 2015, 9.75% Senior Notes due 2016 and 8.00% Senior Notes due 2017 and an Increase of the Capped Securities Tender Cap Amount

Tuesday, May 14, 2013

AES Announces Early Settlement of Its Tender Offers for Its Outstanding 7.75% Senior Notes due 2014, 7.75% Senior Notes due 2015, 9.75% Senior Notes due 2016 and 8.00% Senior Notes due 2017 and an Increase of the Capped Securities Tender Cap Amount

17:15 EDT Tuesday, May 14, 2013

ARLINGTON, Va. (Business Wire) -- The AES Corporation (NYSE: AES) previously announced, on May 9, 2013, the early results of its tender offers to purchase (each offer a “Tender Offer” and collectively, the “Tender Offers”) for cash, subject to certain terms and conditions, its outstanding 7.75% Senior Notes due 2014 (the “2014 Notes”), 7.75% Senior Notes due 2015 (the “2015 Notes”), 9.75% Senior Notes due 2016 (the “2016 Notes”) and 8.00% Senior Notes due 2017 (the “2017 Notes” and, together with the 2014 Notes, the 2015 Notes and the 2016 Notes, the “Securities”). AES announced today that it increased the maximum aggregate principal amount of the 2015 Notes, 2016 Notes and 2017 Notes (collectively, the “Capped Securities”) that may be purchased pursuant to the Tender Offers from $300,000,000 for the Capped Securities, to $660,174,000 for the Capped Securities (the “Capped Securities Tender Cap Amount”). The principal amount of each series of Capped Securities that may be purchased pursuant to the Tender Offers will not exceed the applicable maximum tender amount set forth in the table below (with respect to each series of Capped Securities, the “Series Maximum Tender Amount”), which in each case has been increased from a previously announced Series Maximum Tender Amount of $100,000,000. Because of the change in the Series Maximum Tender Amounts, the expiration date of the Tender Offers for the Capped Securities will be extended, and such Tender Offers are now scheduled to expire at 11:59 p.m., New York City time, on May 28, 2013. The Tender Offer for the 2014 Notes, however, is still scheduled to expire at 11:59 p.m., New York City time, on May 22, 2013. As previously announced, all tendered Securities cannot be withdrawn after the Withdrawal Deadline, which was 5:00 p.m., New York City time, on May 8, 2013. AES expects the Early Settlement Date for Securities tendered at or prior to the Early Tender Date and accepted for payment to occur on May 17, 2013, but such date may change at AES's option and is subject to all conditions to the Tender Offers having been satisfied or waived by AES.

On April 25, 2013, AES commenced the Tender Offers to purchase the Securities in accordance with the terms and conditions set forth in the Offers to Purchase for Cash and related Letter of Transmittal (collectively, the “Tender Offer Materials”). Capitalized terms used in this announcement and not otherwise defined shall have the meanings assigned to them in the Tender Offer Materials.

As previously announced, according to information received from Global Bondholder Services Corporation (“GBSC”), the Depositary and Information Agent for the Tender Offers, as of the Early Tender Date, the Company had received valid tenders from Holders of the Securities as outlined in the table below, and AES intends to accept for payment the amount of Securities as set forth below.

                 
          Aggregate
Aggregate Principal
Principal Principal Amount
Amount Series Maximum Amount Accepted for
Title of Security CUSIP Number Outstanding Tender Amount Tendered Payment
7.75% Senior Notes due 2014 00130HBC8 $500,000,000 N/A $267,078,000 $267,078,000
7.75% Senior Notes due 2015 00130HBL8 $500,000,000 $144,000,000 $328,943,000 $144,000,000
9.75% Senior Notes due 2016 00130HBQ7 $535,000,000 $166,174,000 $166,174,000 $166,174,000
8.00% Senior Notes due 2017 00130HBH7 $1,500,000,000 $350,000,000 $377,820,000 $350,000,000
 

After giving effect to the increases in the Capped Securities Tender Cap Amount and the Series Maximum Tender Amounts, the aggregate principal amount of the 2015 Notes validly tendered and not withdrawn as of the Early Tender Date exceeded the applicable Series Maximum Tender Amount. 43.78%, or $144,000,000 aggregate principal amount, of the 2015 Notes validly tendered and not withdrawn as of the Early Tender Date will be accepted for payment in accordance with the proration procedures described in the Tender Offer Materials. After giving effect to the increases in the Capped Securities Tender Cap Amount and the Series Maximum Tender Amounts, the aggregate principal amount of the 2016 Notes validly tendered and not withdrawn as of the Early Tender Date equaled the applicable Series Maximum Tender Amount. 100%, or $166,174,000 aggregate principal amount, of the 2016 Notes validly tendered and not withdrawn as of the Early Tender Date will be accepted for payment. After giving effect to the increases in the Capped Securities Tender Cap Amount and the Series Maximum Tender Amounts, the aggregate principal amount of the 2017 Notes validly tendered and not withdrawn as of the Early Tender Date exceeded the applicable Series Maximum Tender Amount. 92.64%, or $350,000,000 aggregate principal amount, of the 2017 Notes validly tendered and not withdrawn as of the Early Tender Date will be accepted for payment in accordance with the proration procedures described in the Tender Offer Materials. All of the 2014 Notes validly tendered and not withdrawn as of the Early Tender Date, or $267,078,000 aggregate principal amount, will be accepted for payment. Holders may no longer withdraw tendered Securities.

The Early Settlement Date for the Securities tendered at or prior to the Early Tender Date and accepted for payment as outlined above is expected to occur on May 17, 2013, but may change at AES's option and is subject to all conditions to the Tender Offers having been satisfied or waived by AES. Holders that tendered Securities at or prior to the Early Tender Date and whose Securities were accepted for payment will be entitled to receive the Total Consideration (as defined in the Tender Offer Materials), which includes the Early Tender Premium, plus accrued and unpaid interest up to, but not including, the Early Settlement Date.

Closing of the Tender Offers is subject to the conditions described in the Tender Offer Materials. However, the Financing Condition described in the Tender Offer Materials was satisfied on April 30, 2013, upon AES's consummation of the New Debt Financing in an aggregate principal amount of $500,000,000. Full details of the terms and conditions of the Tender Offers are set out in the Tender Offer Materials, which are available from GBSC. AES may amend, extend or, subject to applicable law, terminate the Tender Offers at any time.

This announcement is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell any Securities. The Tender Offers are being made solely pursuant to the Tender Offer Materials. The Tender Offer Materials contain important information which should be read carefully.

Additional Information

AES has retained Morgan Stanley & Co. LLC to serve as Dealer Manager for the Tender Offers. Global Bondholder Services Corporation has been retained to serve as the Information and Depositary Agent for the Tender Offers. Questions regarding the Tender Offers may be directed to Morgan Stanley & Co. LLC at 1585 Broadway, New York, New York 10036, Attn: Liability Management Group, (800) 624-1808 (toll-free), (212) 761-1057 (collect). Requests for the Tender Offer Materials may be directed to Global Bondholder Services Corporation at 65 Broadway – Suite 404, New York, New York 10006, Attn: Corporate Actions, (212) 430-3774 (for banks and brokers) or (866) 387-1500 (for all others).

AES is making the Tender Offers only by, and pursuant to, the terms of the Tender Offer Materials. The Tender Offers are not being made to holders of Securities 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. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offers to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of AES by the Dealer Manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About AES

The AES Corporation (NYSE: AES) is a Fortune 200 global power company. AES provides affordable, sustainable energy to 23 countries through its diverse portfolio of distribution businesses as well as thermal and renewable generation facilities. AES's workforce of 25,000 people is committed to operational excellence and meeting the world's changing power needs. AES's 2012 revenues were $18 billion and AES owns and manages $42 billion in total assets.

Safe Harbor Disclosure

This news release contains forward-looking statements within the meaning of the Securities Act of 1933 and of the Securities Exchange Act of 1934. Forward-looking statements are not intended to be a guarantee of future results, but instead constitute AES's current expectations based on reasonable assumptions. Actual results could differ materially from those projected in AES's forward-looking statements due to risks, uncertainties and other factors. Important factors that could affect actual results are discussed in the Tender Offer Materials related to the Tender Offers and AES's filings with the SEC, including, but not limited to, the risks discussed under Item 1A “Risk Factors” and Item 7 “Management's Discussion & Analysis of Financial Condition and Results of Operations” in AES' 2012 Annual Report on Form 10-K and in subsequent reports filed with the SEC. Readers are encouraged to read AES's filings to learn more about the risk factors associated with AES's 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 AES's 2012 Annual Report on Form 10-K dated on or about February 26, 2013 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.

AES Corporation
Investor Contact: Ahmed Pasha, 703 682 6451
Media Contact: Rich Bulger, 703 682 6318

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