8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 28, 2011

THE AES CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE	001-12291	54-11263725
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4300 Wilson Boulevard, Suite 1100 Arlington, Virginia		22203
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (703) 522-1315

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously announced, The AES Corporation (“AES”) entered into an Agreement and Plan of Merger, dated as of April 19, 2011, by and among AES, Dolphin Sub, Inc., a direct wholly-owned subsidiary of AES (“Merger Sub”) and DPL Inc. (“DPL”) (the “Merger Agreement”). On November 28, 2011, pursuant to the terms and conditions of the Merger Agreement, Merger Sub merged with and into DPL, with DPL surviving as a wholly-owned subsidiary of AES (the “Merger”). AES now owns 100% of DPL’s common stock, which comprises all the voting securities of DPL. The shares of DPL common stock, which previously traded under the symbol “DPL,” and the associated Preferred Share Purchase Rights, have ceased trading on, and are being delisted from, the New York Stock Exchange.

Pursuant to the Merger Agreement, (i) each share of DPL’s common stock outstanding immediately prior to the effective time of the Merger was automatically cancelled and, other than shares owned directly or indirectly by AES or Merger Sub, held by DPL or its subsidiaries or held by DPL shareholders who have validly exercised their appraisal rights under Ohio law, converted into the right to receive consideration of $30 in cash, without interest and (ii) each restricted stock award, restricted stock unit award and each performance share unit award was converted into the right to receive consideration of $30 in cash, without interest, multiplied by the number of shares of DPL common stock denominated thereby.

AES funded the approximately $3.5 billion in aggregate consideration paid in connection with the Merger through a combination of cash on hand (including proceeds from its previously completed $1.0 billion notes offering in June 2011 and the $1.05 billion credit facility it entered into in May 2011), temporary borrowings under its revolving credit facility and the proceeds raised from a previous private offering of $450 million aggregate principal amount of 6.50% senior notes due 2016 and $800 million aggregate principal amount of 7.25% senior notes due 2021 (collectively, the “Notes”) by Dolphin Subsidiary II, Inc. (“Dolphin II”), a wholly-owned special purpose indirect subsidiary of AES. The previously announced private offering closed on October 3, 2011 and the proceeds from the offering were deposited into an escrow account pending the consummation of the Merger. In connection with the consummation of the Merger, the funds were released from the escrow account to fund the consummation, and Dolphin II was merged with and into DPL, with DPL continuing as the surviving company. As a result, DPL assumed all obligations under the Notes and the Notes are no longer subject to the special mandatory redemption provision relating to the consummation of the Merger contained in the indenture relating to the Notes.

The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in it is entirety by reference to the Merger Agreement, which is incorporated by reference as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Additional information regarding DPL and its business can be found in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2011, and its Form 10-Qs for the periods ended March 31, 2011, June 30, 2011 and September 30, 2011 filed with the Securities and Exchange Commission on April 29, 2011, July 28, 2011 and October 27, 2011, respectively.

Item 8.01 Other Event

On November 28, 2011, AES issued a press release announcing the completion of the Merger. A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(b) Pro Forma Financial Information.

AES intends to file the pro forma financial information required by Item 9.01(b) as part of an amendment to this Current Report on Form 8-K not later than 75 calendar days after the date this Current Report is required to be filed.

(d) Exhibits.

Exhibit No.	Description of Exhibit
2.1	Agreement and Plan of Merger, dated April 19, 2011, by and among The AES Corporation, DPL Inc. and Dolphin Sub, Inc. (incorporated by reference to AES’s Form 8-K filed April 20, 2011, Exhibit 2.1, File No. 001-12291)
99.1	Press Release issued by The AES Corporation, dated November 28, 2011

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE AES CORPORATION
Date: November 28, 2011	/s/ Victoria D. Harker
	Name:	Victoria D. Harker
	Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

No.	Description
2.1	Agreement and Plan of Merger, dated April 19, 2011, by and among The AES Corporation, DPL Inc. and Dolphin Sub, Inc. (incorporated by reference to AES’s Form 8-K filed April 20, 2011, Exhibit 2.1, File No. 001-12291)
99.1	Press Release issued by The AES Corporation, dated November 28, 2011

EX-99.1

Exhibit 99.1

Media Contact: Rich Bulger 703 682 6318

Investor Contact: Ahmed Pasha 703 682 6451

AES Finalizes Acquisition of DPL Inc.

ARLINGTON, Va., November 28, 2011 – The AES Corporation (NYSE: AES) announced that its acquisition of DPL Inc. (NYSE: DPL) has closed, effective today, having received all necessary regulatory approvals and consents.

“The acquisition of DP&L is an important step in AES’ efforts to grow in select markets while achieving operational efficiencies through greater scale,” said Andrés Gluski, AES President and Chief Executive Officer. “We are pleased to have completed this acquisition on schedule and we look forward to delivering significant benefits from the merger to all stakeholders,”

“The purchase of DP&L is important for AES as it expands our presence in PJM and the Midwest,” said Andrew Vesey Executive Vice President and Chief Operating Officer for Utilities. “Our assets in this market are well positioned to meet customer demands in an evolving environmental landscape.”

“Like DP&L, AES has a strong track record of customer service and operational performance,” continued Vesey. “We look to build upon our success in managing Indianapolis Power & Light Company while leveraging our global scale.” While AES’ operations span 27 countries, and will now include 13 distribution companies and more than 100 generation plants with 40,000 megawatts installed capacity, DP&L’s headquarters will remain in Dayton, Ohio.

“DP&L is expected to be a significant financial contributor for AES in 2012 and beyond,” said Victoria Harker, Executive Vice President, Chief Financial Officer and President of Global Business Services. “In combination with new plants which were commissioned in the second half of 2011 and improvements in operating performance, we are making rapid progress towards our goal of creating increased shareholder value through earnings growth, as well as starting to pay a dividend next year.”

“The work that we do at AES is vital to meeting the increasing global demand for safe, sustainable and affordable energy” said Gluski. “With the acquisition of DP&L, we’ve extended our commitment to the Miami Valley in Ohio.”

Dolphin Subsidiary II Senior Notes: Release from Escrow

In connection with the closing of the acquisition, the proceeds from the previously announced private $1.25 billion senior notes offering by Dolphin Subsidiary II, Inc., a wholly owned special purpose subsidiary of AES, which were previously deposited into an escrow account pending the closing of the acquisition, were released from the escrow account to fund the acquisition. As a result, DPL assumed the obligations under such senior notes.

About AES

The AES Corporation (NYSE: AES) is a Fortune 200 global power company with generation and distribution businesses. Through our diverse portfolio of thermal and renewable fuel sources, we provide affordable and sustainable energy to 27 countries. Our workforce of approximately 28,000 people is committed to operational excellence and meeting the world’s changing power needs. Our 2010 revenues were $16 billion and we own and manage $41 billion in total assets. To learn more, please visit www.aes.com.

About DPL

DPL Inc. (NYSE: DPL) is a regional energy company. DPL’s principal subsidiaries include The Dayton Power and Light Company (DP&L); DPL Energy, LLC (DPLE); and DPL Energy Resources, Inc. (DPLER), which also does business as DP&L Energy. The Dayton Power and Light Company, a regulated electric utility, provides service to over 500,000 retail customers in

- more -

West Central Ohio; DPLE engages in the operation of merchant peaking generation facilities; and DPLER is a competitive retail electric supplier in Ohio. DPL, through its subsidiaries, owns and operates approximately 3,800 megawatts of generation capacity, of which 2,800 megawatts are coal-fired units and 1,000 megawatts are natural gas and diesel peaking units. Further information can be found at www.dplinc.com.

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. Such forward-looking statements include, but are not limited to, those related to future earnings, growth and financial and operating performance. 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. Additional assumptions include those listed in this release and our general ability to finance and close the transaction with DPL at rates of return consistent with our projections.

Actual results could differ materially from those projected in our forward-looking statements due to risks, uncertainties and other factors including without limitation, risks and uncertainties arising from the possibility that the closing of the transaction may be delayed or may not occur; difficulties with the integration process or the realization of the benefits of the transaction; general economic conditions in the regions and industries in which AES and DPL operate; and litigation or regulatory matters involving antitrust and other issues that could affect the closing of the transaction. Important factors that could affect actual results are discussed in AES’ filings with the Securities and Exchange Commission, including, but not limited to, the risks discussed under Item 1A “Risk Factors” in AES’ 2010 Annual Report on Form 10-K and the Form 10-Q for the quarter ended March 31, 2011 and September 30, 2011. 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 Company’s 2010 Annual Report on Form 10-K dated on or about February 25, 2011 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 the Company’s website at www.aes.com.

- 2-