AES Gener S.A. Announces Early Results of and Amendments to Tender Offers

SANTIAGO, Chile, Dec. 14, 2017 /PRNewswire/ -- AES Gener S.A. ("AES Gener" or the "Company") today announced:

• early results of the previously announced cash tender offers (as amended, the "Amended Tender Offers") to purchase the outstanding senior notes of AES Gener, listed in the table below (collectively, the "Notes"), for an amended maximum aggregate purchase price of up to U.S.$341,047,018, excluding accrued and unpaid interest (such purchase price, subject to increase by AES Gener, the "Aggregate Maximum Purchase Price");
• an increase in the Aggregate Maximum Purchase Price from U.S.$245,000,000 to U.S.$341,047,018, excluding accrued and unpaid interest;
• an increase in the Tender Cap for the 5.000% Senior Notes due 2025 from U.S.$175,000,000 to U.S.$223,622,018, excluding accrued and unpaid interest;
• an increase in the Tender Cap for the 5.250% Senior Notes due 2021 from U.S.$110,000,000 to U.S.$117,425,000, excluding accrued and unpaid interest, resulting in a proration factor of 51.8%; and
• an amendment to the date in which AES Gener intends to purchase the Notes validly tendered (and not validly withdrawn) before the Early Tender Time (as defined below) from December 15, 2017 to December 20, 2017 (the "Early Settlement Date").

This announcement amends AES Gener's Offer to Purchase, dated November 30, 2017 (as amended, the "Offer to Purchase").  Other than the amendments described above, all terms and conditions in the Offer to Purchase remain unchanged.

According to information received from Global Bondholder Services Corporation ("GBSC"), the Tender and Information Agent for the Amended Tender Offers, as of 5:00 p.m., New York City time, on December 13, 2017 (that date and time, the "Early Tender Time"), AES Gener had received valid tenders from holders of the Notes as outlined in the table below.

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The deadline for holders to validly withdraw tenders of Notes has passed. Accordingly, Notes that were tendered before the Early Tender Time and any additional Notes that are tendered at or prior to 11:59 p.m., New York City time, on December 28, 2017 (the "Expiration Date") may not be withdrawn, except in the limited circumstances described in the Offer to Purchase.

The Amended Tender Offers are subject to the conditions described in the Offer to Purchase.  Subject to the satisfaction or waiver of all conditions to the Amended Tender Offers described in the AES Gener's Offer to Purchase having been either satisfied or waived by AES Gener, AES Gener intends to accept for purchase all of the Notes validly tendered (and not validly withdrawn) before the Early Tender Time, subject, in each case, to the Tender Cap for each applicable series of Notes. These Notes will be purchased on the Early Settlement Date.

Payments for the Notes purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the applicable Settlement Date (as such term is defined in the Offer to Purchase). Holders of Notes that were validly tendered (and not validly withdrawn) prior to the Early Tender Time and accepted for purchase pursuant to the Amended Tender Offers will receive the applicable Total Consideration (as set forth in the table above) for such series, which includes the early tender premium of U.S.$30.00 for each series of Notes as set forth in the Offer to Purchase (the "Early Tender Premium").

The Tender Offers were oversubscribed as of the Early Tender Time. Accordingly, AES Gener will not accept for purchase any additional Notes tendered after the Early Tender Time. As the Tender Offers were oversubscribed, Notes that have been validly tendered and not validly withdrawn on or before the Early Tender Time will be accepted for purchase in priority to other Notes tendered after the Early Tender Time even if such Notes tendered after the Early Tender Time have a higher acceptance priority level than Notes tendered prior to the Early Tender Time.  The acceptance priority levels are specified in the table above and on the cover page of the Offer to Purchase in the column entitled "Acceptance Priority Level" (the "Acceptance Priority Levels"), with 1 being the higher Acceptance Priority Level and 2 being the lower Acceptance Priority Level.

Full details of the terms and conditions of the Amended Tender Offers are set forth in the Offer to Purchase, which is available from GBSC.

Citigroup Global Markets Inc. ("Citigroup") and SMBC Nikko Securities America, Inc. ("SMBC Nikko") are the Dealer Managers in the Amended Tender Offers. Persons with questions regarding the Amended 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 tender and 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 Amended Tender Offers are being made solely pursuant to the terms of the Offer to Purchase. The Amended 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 Amended Tender Offers, including whether the Amended 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.

SOURCE AES Gener S.A.