Obligation AES Gener 5.25% ( USP0607JAE84 ) en USD

Société émettrice AES Gener
Prix sur le marché 102.93 %  ⇌ 
Pays  Chili
Code ISIN  USP0607JAE84 ( en USD )
Coupon 5.25% par an ( paiement semestriel )
Echéance 14/08/2021 - Obligation échue



Prospectus brochure de l'obligation AES Gener USP0607JAE84 en USD 5.25%, échue


Montant Minimal 1 000 USD
Montant de l'émission 400 000 000 USD
Cusip P0607JAE8
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée L'Obligation émise par AES Gener ( Chili ) , en USD, avec le code ISIN USP0607JAE84, paye un coupon de 5.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/08/2021









LISTING PARTICULARS


U.S.$299,801,000
AES Gener S.A.
5.25% Senior Notes due 2021

U.S.$101,881,000
5.25% Senior Notes due 2021
pursuant to the U.S. Exchange Offer
___________________
Interest payable on February 15 and August 15
___________________
We issued U.S.$299,801,000 aggregate principal amount of our 5.25% senior notes due 2021 (the "notes"). The notes
will mature on August 15, 2021. Interest on the notes will accrue at a rate of 5.25% per annum and will be payable
semi-annually in arrears on each February 15 and August 15 of each year, commencing on February 15, 2012. Interest on the
notes will accrue from the date of original issuance, or if interest has already been paid, from the date it was most recently paid.
We also issued additional notes in an aggregate principal amount of U.S.$101,881,000 in connection with our offer to exchange
such additional notes for any and all of our properly tendered (and not validly withdrawn) outstanding 7.50% Senior Notes due
2014, such additional notes, together with the notes offered hereby, having an aggregate principal amount of U.S.$401,682,000.
Such additional notes constitute a single series with, are assigned the same CUSIP and ISIN numbers, and have the same terms
and conditions as, the notes offered hereby, and are immediately fungible for U.S. federal income tax purposes with the notes.
We may redeem the notes in whole, but not in part, by paying the greater of the outstanding principal amount of the
notes and a "make-whole" amount, plus accrued and unpaid interest to the date of redemption. The notes may also be redeemed,
at any time, upon the occurrence of specified events relating to Chilean tax law, as set forth in these listing particulars.
The notes will constitute our direct, unconditional unsecured and unsubordinated obligations and will rank at all times
pari passu in right of payment with all our other existing and future unsecured and unsubordinated indebtedness (other than
obligations preferred by statute or by operation of law).
There is currently no public market for the notes. Application has been made to list the notes (including the additional
notes in an aggregate principal amount of U.S.$101,881,000) on the Official List of the Luxembourg Stock Exchange and to
trading, on the Euro MTF market. These listing particulars constitute a prospectus for the purposes of Luxembourg law dated
July 10, 2005 on Prospectuses for Securities.
Investing in the notes involves risks. See "Risk Factors" beginning on page 12.
___________________
Price: 99.037% plus accrued interest, if any, from August 2, 2011.
___________________
The notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"). Prospective purchasers that are qualified institutional buyers are hereby notified that the sellers of the notes may be
relying on an exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A under the Securities Act.
Outside the United States, the offering is being made in reliance on Regulation S under the Securities Act.
Delivery of the notes in book-entry form took place on August 2, 2011, through the facilities of The Depository Trust
Company ("DTC") and its direct and indirect participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear
System ("Euroclear"), and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Delivery of U.S.$100,199,000


of additional notes in book-entry form took place on August 2, 2011 and of U.S.$1,682,000 of additional notes took place on
August 12, 2011
___________________
Joint Lead Managers
Citi
Deutsche Bank Securities
The date of these listing particulars is August 26, 2011.







Table of Contents
Page
ENFORCEMENT OF FOREIGN JUDGMENTS........................................................................................................iv
AVAILABLE INFORMATION ...................................................................................................................................v
FORWARD-LOOKING STATEMENTS ....................................................................................................................vi
PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION .................................................. viii
GLOSSARY .................................................................................................................................................................xi
SUMMARY ..................................................................................................................................................................1
THE OFFERING...........................................................................................................................................................6
SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA ...............................................................9
RISK FACTORS .........................................................................................................................................................12
EXCHANGE RATES..................................................................................................................................................25
EXCHANGE CONTROLS .........................................................................................................................................28
USE OF PROCEEDS ..................................................................................................................................................33
CAPITALIZATION ....................................................................................................................................................34
SELECTED CONSOLIDATED FINANCIAL DATA ...............................................................................................35
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ..............................................................................................................................................40
BUSINESS ..................................................................................................................................................................94
REGULATORY OVERVIEW ..................................................................................................................................123
MANAGEMENT & EMPLOYEES..........................................................................................................................133
PRINCIPAL SHAREHOLDERS ..............................................................................................................................137
RELATED PARTY TRANSACTIONS....................................................................................................................138
DESCRIPTION OF THE NOTES.............................................................................................................................139
TAXATION ..............................................................................................................................................................160
PLAN OF DISTRIBUTION......................................................................................................................................165
TRANSFER RESTRICTIONS..................................................................................................................................169
LEGAL MATTERS ..................................................................................................................................................171
INDEPENDENT AUDITORS ..................................................................................................................................171
LISTING AND GENERAL INFORMATION..........................................................................................................171
INDEX TO FINANCIAL STATEMENTS ............................................................................................................... F-1
Unless otherwise indicated or the context otherwise requires, all references in these listing particulars to
"AES Gener," "we," "us," "our," "our company," the "Company" and "ourselves" mean AES Gener S.A. and its
subsidiaries on a consolidated basis.
These listing particulars have been prepared by us solely for use in connection with the proposed offering
of the notes described in these listing particulars. These listing particulars do not constitute an offer to any other
person or the public generally to subscribe for or otherwise acquire notes, and any person retained to advise such
prospective investor with respect to any disclosure of any of the contents of these listing particulars, without our
prior written consent, is prohibited. Each prospective investor, by accepting delivery of these listing particulars,
agrees to the foregoing.
These listing particulars have been prepared by us, and we are solely responsible for its contents.
The initial purchasers make no representation or warranty, expressed or implied, as to the accuracy or
completeness of the information contained in these listing particulars. Nothing contained in these listing particulars
is, or shall be relied upon as, a promise or representation by the initial purchasers as to the past or future.
Neither we nor the initial purchasers are making an offer to sell the notes in any jurisdiction except where
such an offer or sale is permitted. You must comply with all applicable laws and regulations in force in your
jurisdiction and you must obtain any consent, approval or permission required of you for the purchase, offer or sale
of the notes under the laws and regulations in force in your jurisdiction to which you are subject or in which you
make such purchase, offer or sale, and neither we nor the initial purchasers will have any responsibility therefor.
i


You acknowledge that:
you have been afforded an opportunity to request from us, and to review, all additional information
considered by you to be necessary to verify the accuracy of, or to supplement, the information
contained in these listing particulars;
you have not relied on the initial purchasers or their agents or any person affiliated with the initial
purchasers or their agents, in connection with your investigation of the accuracy of such information or
your investment decision; and
no person has been authorized to give any information or to make any representation concerning us or
the notes other than those as set forth in these listing particulars. If given or made, any such other
information or representation should not be relied upon as having been authorized by us, the initial
purchasers or their agents.
We are relying upon an exemption from registration under the Securities Act for an offer and sale of
securities which do not involve a public offering. By purchasing notes, you will be deemed to have made certain
acknowledgments, representations and agreements as set forth under "Transfer Restrictions" in these listing
particulars. The notes are subject to restrictions on transfer and resale and may not be transferred or resold except as
permitted under the Securities Act and applicable state securities laws. As a prospective purchaser, you should be
aware that you may be required to bear the financial risks of this investment for an indefinite period of time. See
"Plan of Distribution" and "Transfer Restrictions."
In making an investment decision, prospective investors must rely on their own examination of our
company and the terms of the offering, including the merits and risks involved. Prospective investors should not
construe anything in these listing particulars as legal, business or tax advice. Each prospective investor should
consult its own advisors as needed to make its investment decision and to determine whether it is legally permitted
to purchase the notes under applicable legal, investment or similar laws or regulations.
None of the United States Securities and Exchange Commission (the "SEC"), any United States state
securities commission or any other regulatory authority has approved or disapproved of these securities or
determined if these listing particulars are truthful or complete. Any representation to the contrary is a criminal
offense.
______________
NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF
THE NEW HAMPSHIRE REVISED STATUTES ("RSA") WITH THE STATE OF NEW
HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED
OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE IMPLIES THAT
ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT ANY
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY
WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR
GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS
UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE
PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT
WITH THE PROVISIONS OF THIS PARAGRAPH.
______________
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The notes will be available initially only in book-entry form. We expect that the notes will be issued in the
form of one or more registered global notes. The global notes will be deposited with, or on behalf of, DTC and
registered in its name or in the name of Cede & Co., its nominee. Beneficial interests in the global notes will be
shown on, and transfers of beneficial interests in the global notes will be effected through, records maintained by
DTC and its participants. The global notes offered under Regulation S under the Securities Act, if any, are to be
deposited with the trustee as custodian for DTC, and beneficial interests in them may be held through Euroclear or
Clearstream, Luxembourg. After the initial issuance of the global notes, certificated notes may be issued in
registered form only in very limited circumstances, which shall be in minimum denominations of U.S.$2,000 and
integral multiples of U.S.$1,000. See "Description of the Notes" for further discussion of these matters.
iii


ENFORCEMENT OF FOREIGN JUDGMENTS
We are a sociedad anónima abierta, or an open stock corporation, organized under the laws of the Republic
of Chile, or Chile. Only four of our seven directors reside in the United States. All of our executive officers and
certain of the experts named herein reside in Chile. In addition, all or a substantial portion of our assets and the
assets of our directors and officers are located outside the United States. As a result, except as explained below, it
may not be possible for investors to effect service of process within the United States upon such persons, or to
enforce against them or us in U.S. courts judgments predicated upon the civil liability provisions of the federal
securities laws of the United States or otherwise obtained in U.S. courts.
We have been advised by Claro & Cía., our special Chilean counsel, that no treaty exists between the
United States and Chile for the reciprocal enforcement of foreign judgments. Chilean courts would enforce
judgments rendered by U.S. courts by virtue of the legal principles of reciprocity and comity, subject to review in
Chile of any such U.S. judgment in order to ascertain whether certain basic principles of due process and public
policy have been respected, without reviewing the merits of the subject matter. If a U.S. court grants a final
judgment, enforceability of this judgment in Chile will be subject to obtaining the relevant exequatur (i.e.,
recognition and enforcement of the foreign judgment) according to Chilean civil procedure law in force at that time
and satisfying certain legal requirements. Currently, the most important of these requirements are:
the existence of reciprocity, absent which the foreign judgment may not be enforced in Chile;
the absence of any conflict between the foreign judgment and Chilean law (excluding for this purpose
the laws of civil procedure) and public policy;
the absence of a conflicting judgment by a Chilean court relating to the same parties and arising from
the same facts and circumstances;
the Chilean court's determination that the U.S. courts had jurisdiction, that process was appropriately
served on the defendant and that the defendant was afforded a real opportunity to appear before the
court and defend its case; and
the absence of any further means for appeal or review of the judgment in the jurisdiction where
judgment was rendered.
We have been advised by Claro & Cía., that there is doubt as to the enforceability, in original actions in
Chilean courts, of liabilities predicated solely on the U.S. federal securities laws and as to the enforceability in
Chilean courts of judgments of U.S. courts obtained in actions predicated upon the civil liability provisions of the
U.S. federal securities laws.
We have appointed CT Corporation System as our authorized agent upon which process may be served in
any action which may be instituted in any United States federal or state court having subject matter jurisdiction in
the Borough of Manhattan, The City of New York, New York, arising out of or based upon the indenture governing
the notes or the notes. See "Description of the Notes."
iv


AVAILABLE INFORMATION
AES Gener is a sociedad anónima abierta, or an open stock corporation, organized under the laws of Chile.
Our principal executive offices are located at Mariano Sánchez Fontecilla 310, 3rd Floor, Las Condes, Santiago,
Chile, and our telephone number at that address is (56-2) 686-8900. Our website is www.aesgener.com.
AES Gener is an issuer in Chile of securities registered with the Superintendencia de Valores y Seguros, the
Chilean Superintendency of Securities and Insurance, or "SVS." Shares of our common stock are traded on the
Bolsa de Comercio de Santiago--Bolsa de Valores, or the Santiago Stock Exchange, the Bolsa Electrónica de
Chile--Bolsa de Valores, or Electronic Stock Exchange, and the Bolsa de Corredores--Bolsa de Valores, or the
Valparaiso Stock Exchange, which we jointly refer to as the "Chilean Stock Exchanges," under the symbol
"GENER." Accordingly, we are currently required to file quarterly and annual reports in Spanish and issue hechos
esenciales o relevantes (notices of essential or material events) to the SVS, and provide copies of such reports and
notices to the Chilean Stock Exchanges. All such reports are available at www.svs.cl and www.aesgener.com.
These reports and notices and any information contained in, or accessible through, our website are not
incorporated by reference in, and do not constitute a part of, these listing particulars.
v


FORWARD-LOOKING STATEMENTS
Except for the historical information contained in these listing particulars, certain matters discussed herein,
including without limitation under "Management's Discussion and Analysis of Financial Condition and Results of
Operations," contain forward-looking statements, within the meaning of the U.S. Private Securities Litigation
Reform Act of 1995. Although we believe that in making any such statements our expectations are based on
reasonable assumptions, any such statement may be influenced by factors that could cause actual outcomes and
results to be materially different from those projected. When used in these listing particulars, the words
"anticipates," "believes," "expects," "intends" and similar expressions, as they relate to us or our management, are
intended to identify such forward-looking statements. These forward-looking statements are subject to numerous
risks and uncertainties. There are important factors that could cause actual results to differ materially from those in
forward-looking statements, certain of which are beyond our control. These factors, risks and uncertainties include,
among other things:
political, economic, regulatory and demographic developments in Chile, Colombia, Argentina and
other countries where we and our equity-method investees currently do business or may do business in
the future;
changes in our regulatory environment, including the costs of complying with electricity, utility and
environmental regulations;
the nature and extent of future competition in our and our equity-method investees' principal markets;
factors which may increase the cost or delay the construction or commencement of operations of our
new facilities;
the uncertainties of current, pending and threatened litigation;
trends affecting our and our equity-method investees' financial condition or results of operations;
inflation and exchange rate instability and government measures to control inflation and exchange
rates;
our and our equity-method investees' ability to implement capital investment programs, including the
ability to arrange financing where required, and to complete contemplated refinancings;
changes in the prices and availability of coal, gas and other fuels (including our ability to have fuel
transported to our facilities) and the success of our risk management practices, such as our ability to
hedge our exposure to such market price risk, and our ability to meet credit support requirements for
fuel and power supply contracts;
our dividend policy;
our ability to manage our operation and maintenance costs;
our ability to collect accounts receivables from our customers;
the different reporting requirements and protections we have, compared with similar companies based
in the U.S.;
our relationship with our employees and their unions;
our ability to enter into long-term contracts, which limit volatility in our results of operations and cash
flow, such as power purchase agreements, fuel supply, and other agreements and to manage
counterparty credit risk in these agreements;
variations in weather and hydrological conditions in the areas in which we operate;
vi


the impact of any unavailability of our power generation units;
our ability to keep up with advances in technology;
the potential effects of threatened or actual acts of terrorism and war;
disruptions caused by earthquakes, tsunamis, floods or other natural disasters;
our ownership by AES Corporation;
the expropriation or nationalization of our businesses or assets, whether with or without adequate
compensation;
changes in tax laws and the effects of our strategies to reduce tax payments;
our ability to maintain adequate insurance;
a cross-acceleration or cross-default under our debt financing arrangements; and
loss of market share or changes in the pricing environments in the industry in which we operate.
Some of these factors are discussed under "Risk Factors," but there may be other risks and uncertainties not
discussed under "Risk Factors" or elsewhere in these listing particulars that may cause actual results to differ
materially from those in forward-looking statements.
Accordingly, we cannot assure you that any of the events anticipated by the forward-looking statements
will transpire or occur, or if any of them do, what impact they will have on our results of operations or financial
condition. We do not intend, and undertake no obligation, to publicly revise any forward-looking statements that
have been made to reflect the occurrence of events after the date hereof. Accordingly, readers are cautioned not to
place undue reliance on the forward-looking statements.
These cautionary statements should be considered in connection with any written or oral forward-looking
statements that we may issue in the future.
vii


PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION
For Chilean statutory purposes, effective as of January 1, 2009, the SVS requires us to prepare our annual
audited consolidated financial statements and our unaudited interim consolidated financial statements in accordance
with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards
Board and the respective regulations of the SVS. Prior to January 1, 2009, we prepared our audited consolidated
financial statements in Chilean pesos in accordance with generally accepted accounting principles in Chile and the
regulatory standard of the SVS, as applicable (collectively, "Chilean GAAP"). As required by IFRS 1--First Time
Adoption of International Financial Reporting Standards ("IFRS 1"), our financial position as of January 1, 2008
and our comprehensive income for the year ended December 31, 2008 have been restated in accordance with IFRS 1
for comparative purposes.
Unless otherwise indicated, the financial information in these listing particulars with respect to 2010, 2009
and 2008 has been derived from financial statements that have been prepared in accordance with IFRS. IFRS differs
in certain significant respects from Chilean GAAP. As a result, our financial information presented under IFRS is
not directly comparable to our financial information presented under Chilean GAAP in the past. Accordingly,
readers should avoid such comparison.
We disclose in these listing particulars our so-called non-GAAP financial measures, primarily Adjusted
EBITDA and Adjusted Operating Income. Adjusted EBITDA, Adjusted Operating Income and our other key
performance indicators, as we calculate them, may not be comparable to similarly titled measures reported by other
companies. Together with the other key performance indicators listed in these listing particulars, they serve as
additional indicators of our operating performance and are not required by, or presented in accordance with, IFRS.
They are not intended as a replacement for, or alternatives to, measures such as cash flows provided by operating
activities and operating income as defined and required under IFRS.
We believe that Adjusted EBITDA and Adjusted Operating Income are measures commonly used by
analysts, investors and peers in our industry. Accordingly, we have disclosed this information to permit a more
complete analysis of our operating performance. For comparison purposes, our management believes that Adjusted
EBITDA and Adjusted Operating Income are useful as objective and comparable measures of operating profitability.
Adjusted EBITDA is composed of net income, less the effects of interest, taxes, depreciation, amortization, foreign
exchange differences, other income (as specified in note 26 of our consolidated financial statements, as defined
below) and the participations in earnings of associates (refer to note 14 of our consolidated financial statements, as
defined below). Adjusted Operating Income is composed of gross profit and selling, general and administrative
expenses and other operating income (expenses). Accordingly, our management believes that disclosure of
Adjusted EBITDA and Adjusted Operating Income provides useful information to investors, financial analysts and
the public in their evaluation of our operating performance. Adjusted EBITDA and Adjusted Operating Income and
our other key performance indicators listed in these listing particulars may not be indicative of our historical results
of operations, nor are they meant to be predictive of future results. Our audited consolidated financial statements
included in these listing particulars present our consolidated financial position and comprehensive income as of and
for the three years ended December 31, 2010, together with the notes thereto (collectively, our "audited consolidated
financial statements").
Our unaudited interim consolidated financial statements included in these listing particulars present our
consolidated financial position and comprehensive income as of and for the three-month periods ended March 31,
2011 and 2010, together with the notes thereto (collectively, our "unaudited interim consolidated financial
statements"). Our earnings for the three-month period ended March 31, 2011 are not necessarily indicative of
results to be expected for the year ended December 31, 2011 or any future period. We refer to our audited
consolidated financial statements and our unaudited interim consolidated financial statements as our "consolidated
financial statements."
Unless otherwise specified, references herein to "U.S. dollars," "dollars," "$" or "U.S.$" are to United
States dollars, references to "peso" or "Ch$" are to Chilean pesos, the legal currency of Chile, references to "Col$"
are to Colombian pesos, the legal currency of Colombia, references to "Arg$" are to Argentine pesos, the legal
currency of Argentina and references to "UF" are to "Unidades de Fomento." The UF is an inflation-indexed,
Chilean peso-denominated monetary unit that is linked to, and set daily in advance to reflect changes in, the
previous month's consumer price index of the Instituto Nacional de Estadísticas (the "Chilean National Statistics
viii