AES Announces Tender Offers and Consent Solicitations for Any and All of Its Outstanding 8.000% Senior Notes due 2020 and 7.375% Senior Notes due 2021

ARLINGTON, Va.–(BUSINESS WIRE)–The AES Corporation (NYSE: AES) announced today the commencement of
tender offers to purchase (the “Tender Offers” and each, a “Tender
Offer”) for cash, subject to certain terms and conditions, any and all
of its of its outstanding 8.000% senior notes due 2020 and 7.375% senior
notes due 2021 (collectively, the “Securities”).

In conjunction with the Tender Offers, the Company also commenced
solicitations of consents (the “Consent Solicitations”) to amend the
indenture governing the Securities to shorten the notice requirements
for optional redemption with respect to each such series of Securities
from thirty days to three business days. The Tender Offers and Consent
Solicitations (collectively, the “Offer”) are being made pursuant to the
Company’s Offer to Purchase and Consent Solicitation Statement (the
“Offer to Purchase”), dated March 1, 2018, and a related Consent and
Letter of Transmittal (together, the “Offer Materials”) which set forth
a more detailed description of the terms of the Offer. Holders of the
Securities are urged to carefully read the Offer Materials before making
any decision with respect to the Tender Offers.

The following table sets forth certain terms of the Offer:

The Consent Solicitations will expire at 11:59 p.m., New York City time,
on March 28, 2018, unless extended or earlier terminated (as the same
may be modified, the “Consent Expiration Date”). The Tender Offers will
expire at 11:59 p.m., New York City time, on March 28, 2018, unless
extended or earlier terminated by AES (as the same may be extended, the
“Expiration Date”). Tenders of Securities may be validly withdrawn at
any time at or prior to 5:00 p.m., New York City time, on March 14,
2018, but may not be validly withdrawn thereafter except in certain
limited circumstances where additional withdrawal rights are required by
law.

Subject to the terms and conditions of the Tender Offer, each Holder who
validly tenders and does not subsequently validly withdraw their
Securities at or prior to 5:00 p.m., New York City time, on March 14,
2018 (the “Early Tender Date”) will be entitled to receive the Total
Consideration, plus accrued and unpaid interest up to, but not
including, the applicable Settlement Date if and when such Securities
are accepted for payment. Holders who validly tender their Securities
after the Early Tender Date but at or prior to the Expiration Date will
be entitled to receive only the tender offer consideration equal to the
Total Consideration less the Early Tender Premium (the “Tender Offer
Consideration”), plus accrued and unpaid interest up to, but not
including, the applicable Settlement Date, if and when such Securities
are accepted for payment.

Payments for Securities purchased will include accrued and unpaid
interest from and including the last interest payment date applicable to
the relevant series of Securities up to, but not including, the
applicable settlement date for such Securities accepted for purchase.
The settlement date for Securities that are validly tendered on or prior
to the Early Tender Date is expected to be March 15, 2018, one business
day following the scheduled Early Tender Date (the “Early Settlement
Date”). The settlement date for the Securities that are validly tendered
following the Early Tender Date but on or prior to the Expiration Date
is expected to be March 29, 2018, one business day following the
scheduled Expiration Date (the “Final Settlement Date”).

AES’ obligation to accept for purchase, and to pay for, Securities
validly tendered pursuant to the Tender Offer is subject to, and
conditioned upon, having obtained debt financing (the “New Debt
Financing”) in a minimum aggregate principal amount, together with cash
on hand and other available sources, to purchase the tendered
Securities, including payment of the Tender Offer Consideration or Total
Consideration, as applicable, and any fees payable in connection with
the Tender Offer, subsequent to the date hereof and on or prior to the
Final Settlement Date, on terms and conditions reasonably satisfactory
to AES (the “Financing Condition”). AES’ current intention is to satisfy
the Financing Condition by issuing long-term senior debt securities but,
subject to market conditions and at AES’ sole discretion, AES may elect
to enter into alternative debt financing. There can be no assurance any
such New Debt Financing will be available, and thus no assurance that
the Financing Condition will be satisfied.

The obligation of AES to accept for purchase and to pay either the Total
Consideration or Tender Offer Consideration and the accrued and unpaid
interest on the Securities is not subject to any minimum tender
condition, but is subject to the satisfaction or waiver of the Financing
Condition and certain other conditions described in the Tender Offer
Materials.

AES has retained Morgan Stanley & Co. LLC to serve as the Dealer Manager
and Solicitation Agent for the Tender Offer. Global Bondholder Services
Corporation has been retained to serve as the Information and Depositary
Agent for the Tender Offer. Questions regarding the Tender Offer 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) 470-4200 (for
all others).

AES is making the Tender Offer only by, and pursuant to, the terms of
the Tender Offer Materials. None of AES, the Dealer Manager and
Solicitation Agent, the Information Agent and Tender Agent make any
recommendation as to whether Holders should tender or refrain from
tendering their Securities. Holders must make their own decision as to
whether to tender Securities and, if so, the principal amount of the
Securities to tender. The Tender Offer is 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 Offer to be made by a licensed
broker or dealer, the Tender Offer will be deemed to be made on behalf
of AES by the Dealer Manager and Solicitation Agent, or one or more
registered brokers or dealers that are licensed under the laws of such
jurisdiction.

This press release does not constitute an offer to purchase securities
or a solicitation of an offer to sell any securities or an offer to sell
or the solicitation of an offer to purchase any new securities,
including in connection with the New Debt Financing, nor does it
constitute an offer or solicitation in any jurisdiction in which such
offer or solicitation is unlawful. Capitalized terms used in this press
release but not otherwise defined herein have the meanings assigned to
them in the Tender Offer Materials.

About AES

The AES Corporation (NYSE: AES) is a Fortune 200 global power company.
We provide affordable, sustainable energy to 15 countries through our
diverse portfolio of distribution businesses as well as thermal and
renewable generation facilities. Our workforce is committed to
operational excellence and meeting the world’s changing power needs. Our
2017 revenues were $11 billion and we own and manage $33 billion in
total assets. To learn more, please visit www.aes.com.
Follow AES on Twitter @TheAESCorp.

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’ current expectations based
on reasonable assumptions. 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 are discussed in the Tender Offer Materials related to
the Tender Offer and 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’ 2017 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.

Any Stockholder who desires a copy of AES’ 2016 Annual Report on Form
10-K filed on or about February 27, 2018 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.

Contacts

The AES Corporation
Investors:
Ahmed Pasha, 703-682-6451
or
Media:
Amy
Ackerman, 703-682-6399