THE AES CORPORATION (NYSE:AES) Files An 8-K Entry into a Material Definitive Agreement

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THE AES CORPORATION (NYSE:AES) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Entry into a Material Definitive Agreement.

On February 24, 2017, The AES Corporation (the Company or AES)
and Alberta Investment Management Corporation (AIMCo), on behalf
of certain of its clients, announced that certain of their
subsidiaries and affiliates, as applicable, had entered into a
definitive merger agreement on February 19, 2017 (the Agreement)
to which the Company and AIMCo will acquire FTP Power LLC d/b/a
sPower (sPower) for $853 million in cash, subject to adjustment,
plus the assumption of $724 million in sPowers non-recourse debt.
The majority member of sPower, an affiliate of Fir Tree Partners
(the Majority Member), is also party to the Agreement. In
connection with the transaction, each of the Company and AIMCo
will directly and independently purchase and own slightly below
50% of sPower. A portion of the acquisition will be funded with
$90 million of subordinated debt to sPower, and the remaining
amount of $763 million will be funded with equity from AES and
AIMCo in equal proportion. The sPower portfolio includes 1,274 MW
of solar and wind projects in operation or under construction and
a development pipeline of more than 10,000 MW located in the
United States.

The Agreement includes customary representations, warranties and
covenants by the parties. Closing of the transaction is subject
to conditions, including expiration of any waiting period under
the Hart-Scott-Rodino Act, approval of the Federal Energy
Regulatory Commission, approval of the Committee on Foreign
Investment in the United States (CFIUS) under the Defense
Production Act, receipt of certain third party consents and the
satisfaction of other customary conditions. Closing of the
transaction is expected by the third quarter of 2017.

The parties have agreed to indemnify each other for breaches of
representations, warranties and covenants and for certain other
matters, subject to certain exceptions and limitations. The
Agreement contains certain termination rights for the parties,
including if the closing does not occur by December 31, 2017,
which date may be automatically extended under certain
circumstances. Under certain circumstances, the Company may be
required to incur a reverse termination fee as set forth in the
Agreement.

The joint press release by the Company and AIMCo announcing the
transaction is attached as Exhibit 99.1 hereto and is
incorporated herein by reference.

Safe Harbor Disclosure

This Current Report on Form 8-K (this Form 8-K) contains
forward-looking statements within the meaning of the Securities
Act of 1933, as amended, and of the Securities Exchange Act of
1934, as amended. Such forward-looking statements include, but
are not limited to, statements regarding the expected timetable
for completing the proposed transaction, sPowers projects under
development, the Companys future cash flows, improvement in the
Companys credit metrics and growth of the Companys dividend.
Forward-looking statements are not intended to be a guarantee of
future results, but instead constitute AES current expectations
based on reasonable assumptions. Forecasted financial information
is based on certain material assumptions. These assumptions
include, but are not limited to, our accurate projections of
future interest rates, commodity price and foreign currency
pricing, continued normal levels of operating performance and
electricity volume at our distribution companies and operational
performance at our generation businesses consistent with
historical levels, as well as achievements of planned
productivity improvements and incremental growth investments at
normalized investment levels and rates of return consistent with
prior experience.

Actual results could differ materially from those projected in
our forward-looking statements due to risks, uncertainties and
other factors. Important factors that could affect actual results
are discussed in AES filings with the Securities and Exchange
Commission (the SEC), including, but not limited to, the risks
discussed under Item 1A Risk Factors and Item 7: Managements
Discussion Analysis in AES 2015 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 the Companys 2015 Annual
Report on Form 10-K dated on or about February 23, 2016 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 also be obtained by visiting the Companys website at
www.aes.com.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

ExhibitNo.

Description

99.1 Press release dated February 24, 2017.


About THE AES CORPORATION (NYSE:AES)

The AES Corporation is a holding company. The Company, through its subsidiaries and affiliates, operates a diversified portfolio of electricity generation and distribution businesses. The Company is organized into six strategic business units (SBUs): the United States; Andes; Brazil; Mexico, Central America and Caribbean (MCAC); Europe, and Asia. Within these SBUs, the Company has two lines of business: generation and utilities. Its United States SBU has over 20 generation facilities and approximately two integrated utilities in the United States. Its Andes SBU has generation facilities in over three countries: Chile, Colombia and Argentina. Its Brazil SBU has generation and distribution businesses: Eletropaulo and Tiete. Its MCAC SBU has a portfolio of distribution businesses and generation facilities, including renewable energy, in over five countries, with a total capacity of approximately 3,240 megawatt (MW) and distribution networks.

THE AES CORPORATION (NYSE:AES) Recent Trading Information

THE AES CORPORATION (NYSE:AES) closed its last trading session 00.00 at 11.75 with 5,074,921 shares trading hands.