Pricing of Senior Secured First Lien Notes
On May 15, 2020, The AES Corporation (the “Company”
or “AES”) issued a press release to announce the pricing of the previously announced private offering of the 3.30%
Senior Secured First Lien Notes due 2025 (the “2025 Notes”) and 3.95% Senior Secured First Lien Notes due 2030 ( the
“2030 Notes”, and together with the 2025 Notes, the “New Notes”). A copy of the press release is attached
hereto as Exhibit 99.1 and is hereby incorporated by reference in this Item 8.01 of this Current Report on Form 8-K.
This Current Report on Form 8-K and the press release attached
hereto as Exhibit 99.1 does not constitute an offer to sell or the solicitation of an offer to buy the New Notes, nor shall there
be any offer, solicitation or sale of the New Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The New Notes will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be
offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and
applicable state securities laws.
Upsizing of Tender Offers
In addition, on May 15, 2020, AES issued a press release to
announce the upsizing of the previously announced cash tender offers (the “Tender Offers” and each, a “Tender
Offer”) to purchase its outstanding 4.000% Senior Notes due 2021 (the “2021 Notes”), 4.875% Senior Notes due
2023 (the “4.875% 2023 Notes”) and 4.500% Senior Notes due 2023 (the “4.500% 2023 Notes” and, together
with the 2021 Notes and the 4.875% 2023 Notes, the “Outstanding Notes”) from a combined aggregate purchase price of
up to $1.485 billion to a combined aggregate purchase price of up to $1.584 billion (the “Aggregate Purchase Price”)
and an increase to the aggregate maximum tender cap to an aggregate principal amount of Outstanding Notes that would not result
in an Aggregate Purchase Price that exceeds $1.584 billion (such amount, subject to further increase or decrease, the “Aggregate
Maximum Tender Cap”). AES is also increasing the aggregate purchase price of its 4.875% 2023 Notes and the 4.500% 2023 Notes
(collectively, the “2023 Notes”) from $970 million to $1.069 billion (the “2023 Notes Aggregate Purchase Price”)
and an increase to the tender cap with respect to the 2023 Notes to an aggregate principal amount of the 2023 Notes that would
not, collectively, result in the purchase price for the 2023 Notes to exceed $1.069 billion (the “2023 Notes Tender Cap”).
The other terms of the Tender Offers described in the offer
to purchase related to the Tender Offers remain unchanged. AES reserves the right, subject to applicable law, to further increase
or decrease the Aggregate Maximum Tender Cap or increase, decrease or waive the 2023 Notes Tender Cap. A copy of the press announcing
the upsizing of the Tender Offers is attached hereto as Exhibit 99.2 and is hereby incorporated by reference in this Item 8.01
of this Current Report on Form 8-K.
Safe Harbor Disclosure
This Current Report on Form 8-K 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’ current expectations based on reasonable assumptions.
Such forward-looking statements include, but are not limited to, the expected closing date of the New Notes, the proposed use of
proceeds therefrom, and other expected effects of the offering of the New Notes.
Actual results could differ materially from those projected
in AES’ forward-looking statements due to risks, uncertainties and other factors. Important factors that could affect actual
results include the successful closing of the offering of New Notes, the aggregate amount of Outstanding Notes tendered
pursuant to the Tender Offers (which could lead to retirement
or repayment of other existing debt) and other risks and uncertainties discussed in the Offering Memorandum related to the New
Notes, as well as in AES’ 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’ 2019 Annual Report on Form 10-K, and in subsequent reports filed with the SEC. Readers are encouraged to read AES’
filings to learn more about the risk factors associated with AES’ business. AES undertakes no obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise.
Anyone who desires a copy of AES’ 2019 Annual Report
on Form 10-K filed February 27, 2020 with the SEC 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. A copy of the Form 10-K may be obtained by
visiting AES’ website at www.aes.com.