Item 1.01 Entry into a Material Definitive Agreement

On May 27, 2020, The AES Corporation (the "Company" or "AES") completed its previously announced offering of $900,000,000 aggregate principal amount of its 3.300% Senior Secured First Lien Notes due 2025 (the "2025 Notes") and $700,000,000 aggregate principal amount of 3.950% Senior Secured First Lien Notes due 2030 (the "2030 Notes", and together with the 2025 Notes, the "New Notes") pursuant to the terms of the purchase agreement, dated May 15, 2020 (the "Purchase Agreement"), among AES and the representatives of the initial purchasers named therein (the "Initial Purchasers").

The public offering price of the 2025 Notes and the 2030 Notes was 99.972% and 99.579% of the principal amount, respectively. AES intends to use the net proceeds from the offering to fund purchases of up to $1.584 billion aggregate purchase amount of its 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 4.875% 2023 Notes and the 2021 Notes, the "Outstanding Notes") in tender offers (the "Tender Offers") and to pay certain related fees and expenses. If any net proceeds from this offering remain after completion of the Tender Offers, AES intends to use such proceeds to retire certain of its outstanding indebtedness and for general corporate purposes. In conjunction with the Tender Offers, AES is soliciting consents to the adoption of certain proposed amendments to the indentures governing the Outstanding Notes to substantially remove all the restrictive covenants and events of default, as well as to alter the notice requirements for optional redemption with respect to each series of Outstanding Notes.

The New Notes were issued on May 27, 2020 pursuant to an indenture, dated as of May 27, 2020 (the "Indenture"), between AES and Deutsche Bank Trust Company Americas, as Trustee.

Interest on the 2025 Notes accrues at a rate of 3.300% per annum, and interest on the 2030 Notes accrues at a rate of 3.950% per annum. Interest on each series of New Notes is payable on January 15 and July 15 of each year, beginning January 15, 2021. The 2025 Notes will mature on July 15, 2025, and the 2030 Notes will mature on July 15, 2030.

The Notes are secured by a first priority security interest in the same collateral that is pledged for the benefit of the lenders under AES' senior secured credit facility, which collateral consists of certain of AES' assets, including the pledge of capital stock of many of AES' directly held subsidiaries and the directly held subsidiaries of AES' subsidiary, AES International Holdings II, LTD. The collateral securing the Notes will be released if AES obtains an investment grade rating from two out of the three rating agencies, subject to reversion if such rating agencies withdraw AES' investment grade rating or downgrade AES' rating below investment grade.

AES may redeem all or a part of the 2025 Notes, at any time prior to June 15, 2025, on any one or more occasions, at a redemption price equal to the greater of (i) 100% of the principal amount of the 2025 Notes to be redeemed (ii) the sum of the present values of the principal amount of the 2025 Notes to be redeemed and the remaining scheduled payments of interest on the 2025 Notes from the redemption date to June 15, 2025, discounted from the scheduled payment dates to the redemption date semiannually (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate (as defined in the Indenture) plus 50 basis points. AES may redeem all or a part of the 2030 Notes, at any time prior to April 15, 2030, on any one or more occasions, at a redemption price equal to the greater of (i) 100% of the principal amount of the 2030 Notes to be redeemed and (ii) the sum of the present values of the principal amount of the 2030 Notes to be redeemed and the remaining scheduled payments of interest on the 2030 Notes from the redemption date to April 15, 2030, discounted from the scheduled payment dates to the redemption date semiannually (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate (as defined in the 2030 notes) plus 50 basis points.

Upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture), AES must offer to repurchase the each series of New Notes at a price equal to 101.00% of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase. The Indenture also contains covenants, subject to certain exceptions, restricting the ability of AES to incur debt secured by any Principal Property (as defined in the Indenture) or by the debt or capital stock of any subsidiary held by the AES; to enter into any sale-lease back transactions involving any Principal Property; or to consolidate, merge, convey or transfer substantially all of its assets; as well as other covenants that are customary for debt securities like the New Notes. In addition, the Indenture contains customary events of default.

The New Notes were sold to the Initial Purchasers for resale to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), and to persons outside the United States under Regulation S of the Securities Act.

The New Notes were issued in a transaction exempt from registration under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. This current report on Form 8-K and the Exhibits hereto do not constitute an offer to sell any securities or a solicitation of an offer to purchase any securities.

The foregoing description of the Indenture and the New Notes is qualified in its entirety by reference to the Indenture and the forms of New Notes. The Indenture, the form of the 2025 Notes and the form of the 2030 Notes are attached to this Current Report on Form 8-K as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant

The information set forth under Item 1.01 above is hereby incorporated into this Item 2.03 by reference.





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 proposed use of proceeds of the New Notes 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 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.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.   Description
  4.1           Indenture, dated May 27, 2020, between AES and Deutsche Bank Trust
              Company Americas, as Trustee.
  4.2           Form of 3.300% Senior Secured First Lien Notes due 2025 (included in
              Exhibit 4.1)
  4.3           Form of 3.950% Senior Secured First Lien Notes due 2030 (included in
              Exhibit 4.1)
101           Inline XBRL Document Set for the Cover Page from this Current Report
              on Form 8-K, formatted as Inline XBRL.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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