AES Gener Announces Early Exchange and Tender Results of its Offer to Exchange or Purchase for Cash Any and All of its Outstanding 7.50% Senior Notes due 2014

SANTIAGO, Chile, July 28, 2011 /PRNewswire/ -- AES Gener S.A. (the "Company") announced today that (i) as of 5:00 PM, New York City time on July 27, 2011 (the "Tender Expiration Date"), it had received as validly tendered and eligible for purchase U.S.$151,069,000 of its outstanding 7.50% Senior Notes due 2014 (the "Existing Notes") pursuant to its previously announced offer to purchase any and all of its outstanding Existing Notes for cash (the "Tender Offer"), representing approximately 37.77% of the outstanding Existing Notes, and (ii) as of 5:00 PM, New York City time on July 27, 2011 (the "Early Exchange Date"), it had received as validly tendered and eligible for exchange U.S.$100,199,000 of the Existing Notes pursuant to its previously announced offer to exchange any and all of its outstanding Existing Notes for its 5.25% Senior Notes due 2021 (the "New Notes") plus cash (the "Exchange Offer"), representing approximately 25.05% of the outstanding Existing Notes.

In addition, the Company announced today that as of 5:00 PM, Santiago time on July 27, 2011 (the "Chilean Tender Expiration Date"), it had received as validly tendered and eligible for purchase U.S.$93,800,000 of its outstanding Chilean 8.00% Series Q Notes due 2019 (the "2019 Notes") pursuant to its previously announced offer to purchase all or a pro rata share of its outstanding 2019 Notes for cash (the "Chilean Tender Offer"), representing approximately 47.86% of the outstanding 2019 Notes.

The Tender Offer and the Chilean Tender Offer expired on the Tender Expiration Date and the Chilean Tender Expiration Date, respectively.  The Exchange Offer is scheduled to expire at 11:59 PM, New York City Time, on August 10, 2011, unless extended (the "Exchange Expiration Date").  Withdrawal rights with respect to the Exchange Offer have expired as scheduled.

As of 5:00 PM New York City time on July 27, 2011, the Company received as validly tendered and eligible for purchase or exchange more than U.S.$200 million aggregate principal amount of Existing Notes in the Tender Offer and the Exchange Offer.  As a result, pursuant to the terms and conditions described in the tender and exchange offer and consent solicitation statement dated July 14, 2011 (the "Tender and Exchange Offer and Consent Solicitation Statement"), the Company has met the Minimum Tender Condition (as defined in the Tender and Exchange Offer and Consent Solicitation Statement).

The Tender and Exchange Offer and Consent Solicitation (as defined below) is also conditioned on the Company having issued 5.25% Senior Notes due 2021 (the "Additional New Notes") in an aggregate principal amount of not less than the sum of: (1) the aggregate dollar amount of the amount in cash in U.S. dollars equal to U.S.$1,130.00 for each U.S.$1,000 principal amount of Existing Notes tendered (the "Tender Consideration"); (2) the cash payment due to holders of Existing Notes who tendered for exchange on or prior to the Early Exchange Date; and (3) the aggregate consideration payable to holders of the Company's 2019 Notes who participate in the Chilean Tender Offer, in a concurrent offering that the Company intends to settle on or about August 2, 2011 (the "Concurrent Offering").

The Company expects to purchase all Existing Notes accepted by it in the Tender Offer on or about August 2, 2011 (the "Cash Tender Settlement Date").  In addition, at a date after the Early Exchange Date and prior to the Exchange Expiration Date, the Company may elect to accept for exchange all Existing Notes validly tendered prior to the Early Exchange Date (such date, the "Early Exchange Acceptance Date").  Payment for all Existing Notes validly tendered pursuant to the Exchange Offer prior to the Early Exchange Date will be made promptly following the Early Acceptance Date, if any (the "Early Exchange Settlement Date").  The Company expects to have an Early Exchange Settlement Date and expects that date to be August 2, 2011.

Promptly following the Exchange Expiration Date, the Company expects to accept for exchange (the "Final Acceptance Date") any and all validly tendered Existing Notes not previously purchased, subject to the terms and conditions of the Tender and Exchange Offer and Consent Solicitation Statement.  Such payment will be made promptly following the Final Acceptance Date (the "Final Settlement Date").

In conjunction with the Tender Offer and the Exchange Offer, the Company has solicited consents to certain proposed amendments (the "Proposed Amendments") to the indenture (the "Consent Solicitation" and together with the Exchange Offer and the Tender Offer, the "Tender and Exchange Offer and Consent Solicitation") under which the Existing Notes were issued (as supplemented by a first supplemental indenture) (the "Existing Indenture").  Having received the requisite consents in the Consent Solicitation, the Company, the trustee, the registrar and the paying agent under the Existing Indenture will execute a second supplemental indenture effecting certain amendments described in the Tender and Exchange Offer and Consent Solicitation Statement.  The Proposed Amendments will not become operative until a majority in aggregate principal amount of the outstanding Existing Notes held by persons other than the Company and its affiliates are purchased and or exchanged on the Cash Tender Settlement Date and/or the Early Exchange Settlement Date or, if no Early Exchange Settlement Date is announced, the Final Settlement Date.

The Tender and Exchange Offer and Consent Solicitation is being made only to holders of Existing Notes who have properly completed, executed and delivered to the information and exchange agent an eligibility letter, whereby such holder has represented to the Company that it is (i) a "qualified institutional buyer," or "QIB," as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and under applicable state securities laws; or (ii) a "non-U.S. Person" (as defined in Regulation S under the Securities Act) (the "Eligible Holders").

THE NEW NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS.  THE NEW NOTES ARE BEING ISSUED ONLY TO ELIGIBLE HOLDERS.

Global Bondholder Services Corporation has been appointed as the information and exchange agent for the Tender and Exchange Offer and Consent Solicitation.  Holders may contact the information and exchange agent to request the eligibility letter toll free at (866) 470-4200 or collect at (212) 430-3774.

This press release is not an offer to sell or a solicitation of an offer to buy any security.  The Tender Offer and the Exchange Offer are being made solely by the Tender and Exchange Offer and Consent Solicitation Statement and the related letter of transmittal and consent, and only to such persons and in such jurisdictions as are permitted under applicable law.

www.aesgener.com

SOURCE AES Gener S.A.