Shearman & Sterling Advises on AES Gener’s Concurrent Offers

Shearman & Sterling represented AES Gener S.A. (“AES Gener”) in connection with its tender and exchange offers and consent solicitation (the “Tender and Exchange Offer”) for any and all of its outstanding 7.50% Senior Notes due 2014 and a concurrent offering of 5.25% Senior Notes due 2021 offered under Rule 144A/Regulation S. In addition, AES Gener conducted a concurrent offer in the local Chilean market to purchase for cash its outstanding 8.00% Series Q Notes due 2019 (the “Chilean Tender Offer”). Cash proceeds from the 5.25% Senior Notes due 2021 offering were used to pay the cash purchase price, premium and other fees and expenses relating to the Tender and Exchange Offer and the Chilean Tender Offer. AES Gener is the second-largest electricity generation and supply company in Chile and is majority-owned by the AES Corporation.

In connection with the tender offer, which expired on July 27, 2011, AES Gener purchased $151.1 million of its outstanding 7.50% Senior Notes due 2014. In connection with the exchange offer, which will expire on August 10, 2011, AES Gener has exchanged to date approximately $100.2 million of its outstanding 7.50% Senior Notes due 2014 for the 5.25% Senior Notes due 2021. To date, after giving effect to the exchange offer and the new money offering, there are approximately $400 million of 5.25% Senior Notes due 2021 outstanding. Pursuant to the Tender and Exchange Offers, AES Gener purchased or exchanged approximately 62.8% of its outstanding 7.50% Senior Notes due 2014.
Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. served as the dealer managers for the exchange and tender offers and the initial purchasers of the 5.25% Senior Notes due 2021.
The following Shearman & Sterling team advised AES Gener in the transaction: partners Antonia Stolper (New York-Capital Markets), Lisa Jacobs (New York-Capital Markets) and Don Lonczak (Washington, DC-Tax); counsel Sanjeev Magoon (Washington, DC-Tax); and associates Sheila Lavu (New York-Capital Markets), Jason Gao (New York-Capital Markets), Wolfram Prusko (Munich-Mergers & Acquisitions), Alberto Gutierrez (New York-Capital Markets) and Daniel Nicholas (Washington, DC-Tax).