AES Announces Amendments to and Further Extension of Consent Solicitations

Rhea-AI Summary

AES (NYSE: AES) amended and extended consent solicitations for four series of senior notes, increasing the consent fee and moving the expiration to 5:00 p.m. New York time on March 18, 2026.

The consent fee was raised from $1.00 to $2.50 per $1,000 principal; payment is conditioned on majority consents and the closing of the Merger, expected in late 2026 or early 2027.

Positive

• Consent fee increased to $2.50 per $1,000 principal amount
• Expiration extended to 5:00 p.m. ET on March 18, 2026
• Previous consents remain eligible for the Increased Consent Fee

Negative

• Payment of the Increased Consent Fee is conditioned on the Merger closing
• Fee payment also requires majority consent of each applicable note series

News Market Reaction – AES

+0.07%

+0.07% Session close to close

In the Mar 16 session, AES gained 0.07%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement updates AES’s consent solicitations for several series of senior notes, extending ...

Analysis

This announcement updates AES’s consent solicitations for several series of senior notes, extending the expiration to March 18, 2026 and increasing the consent fee to $2.50 per $1,000 of principal. The consents are tied to a merger expected in late 2026 or early 2027. Investors may track progress on achieving majority noteholder consents, final merger approvals, and any additional amendments to the indentures or consent terms.

Key Figures

Coupon rate 2028 notes: 5.450% Coupon rate 2030 notes: 3.950% Coupon rate 2031 notes: 2.450% +5 more

8 metrics

Coupon rate 2028 notes 5.450% 5.450% Senior Notes due 2028

Coupon rate 2030 notes 3.950% 3.950% Senior Notes due 2030

Coupon rate 2031 notes 2.450% 2.450% Senior Notes due 2031

Coupon rate 2032 notes 5.800% 5.800% Senior Notes due 2032

Original consent fee $1.00 per $1,000 principal Initial consent fee before amendment

Increased consent fee $2.50 per $1,000 principal Revised consent fee prior to Expiration Time

Expiration Time 5:00 p.m. Mar 18, 2026 Consent Solicitations expiration, New York City time

Merger timing Late 2026 or early 2027 Expected consummation of defined Merger if completed

Historical Context

5 past events · Latest: Mar 12 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Mar 12	Consent extension	Neutral	-0.1%	Extended expiration time for AES consent solicitations on several senior notes.
Mar 12	Subsidiary consents	Neutral	-0.1%	IPALCO extended consent solicitations for 2030 and 2034 senior notes.
Mar 12	DPL consent move	Neutral	-0.1%	DPL LLC extended consent solicitation for its 4.35% Senior Notes due 2029.
Mar 12	AI safety rollout	Positive	-0.1%	Deployed Haven Safety AI across U.S. utilities and renewables operations.
Mar 06	Deal fairness query	Neutral	-0.5%	Article questioning whether AES and peers obtained fair deals for shareholders.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent AES headlines, including consent solicitation changes and operational updates, have been followed by small, mostly negative price moves, suggesting muted trading responses to these developments.

Recent Company History

Over the past weeks, AES news focused on consent solicitations for various senior notes and on deploying an AI safety platform. The March 12 releases extended expiration times for multiple AES-related issuers’ consent solicitations, with shares moving about -0.07%. An AI safety deployment on March 12 also saw a similar modest decline. Earlier, a March 6 article questioned deal fairness, with a -0.49% reaction. Today’s amendments continue this theme of capital-structure and transaction-related updates.

Key Terms

consent solicitation, senior notes, indentures, permitted holders, +4 more

8 terms

consent solicitation financial

"each of its previously announced solicitations of consents (each, a "Consent Solicitation"..."

A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.

senior notes financial

"Holders of its 5.450% Senior Notes due 2028, 3.950% Senior Notes due 2030..."

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

indentures financial

"to adopt certain proposed amendments (the "Proposed Amendments") to the indentures governing each series"

Indentures are the written contracts that set out the terms and protections for a debt issue, such as a bond or note, including payment schedule, interest rate, collateral, and what happens if the borrower misses payments. Think of it like the rulebook and safety features for a loan that both the borrower and lenders agree to; investors use it to assess their rights, recoveries in trouble, and limits on the issuer’s future actions.

permitted holders financial

"revise the definition of "Permitted Holders" included in the Proposed Amendments."

Permitted holders are the people or entities specifically allowed by a contract, offering document, or law to own or keep certain shares or securities even when general rules restrict transfers or ownership. Think of it like a guest list that lets only approved people stay at an event; for investors this affects who can buy, sell, or keep stock, which influences liquidity, control and the timing of potential sales.

consent fee financial

"increase the consent fee payable to Holders of Notes who validly grant..."

A consent fee is a payment made to creditors, bondholders or counterparties in exchange for their formal approval of a change to an existing agreement, such as a loan amendment, covenant waiver, or restructuring term. It matters to investors because it is a real cost that can indicate financial stress, affects company cash flow and creditor relations, and signals how willing lenders are to accept altered terms — like paying neighbors to agree to a change in a shared fence.

solicitation agents financial

"Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. are serving as solicitation agents"

Solicitation agents are firms or individuals hired to contact shareholders or creditors to collect votes, approvals, or support for corporate actions such as mergers, tender offers, or reorganizations. They act like campaign organizers who coordinate outreach, explain proposals, and gather consent paperwork, and their effectiveness can determine whether a deal or corporate decision succeeds, influence timing and costs, and reveal potential biases that investors should consider.

information agent financial

"Global Bondholder Services Corporation ("GBSC") is serving as the information agent"

An information agent is a person, team, or third-party service designated to collect, verify and distribute a company’s important announcements, filings or notices to regulators, shareholders and the public. Think of it as the company’s official mailroom and translator combined—responsible for making sure the right facts get to the right people quickly and accurately; investors watch who serves this role because mistakes or delays can affect compliance, market reaction and trust.

blue sky laws regulatory

"it is unlawful to make such solicitation under applicable state or foreign securities or "blue sky" laws."

State-level securities laws that require companies and investment products to register, disclose key information, or meet exemptions before being sold to residents; they act like local consumer protection rules for investments. They matter to investors because they reduce the risk of fraud, ensure basic disclosure about what is being offered, and can affect where and how easily an investment can be bought or sold—similar to how building codes affect whether a house can be advertised in a neighborhood.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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ARLINGTON, Va., March 16, 2026 /PRNewswire/ -- The AES Corporation ("AES") (NYSE: AES) today announced that it is amending and extending each of its previously announced solicitations of consents (each, a "Consent Solicitation" and, collectively, the "Consent Solicitations") from registered holders (the "Holders") of its 5.450% Senior Notes due 2028, 3.950% Senior Notes due 2030, 2.450% Senior Notes due 2031 and 5.800% Senior Notes due 2032 (collectively, the "Notes") to adopt certain proposed amendments (the "Proposed Amendments") to the indentures governing each series of Notes, as further described below. The terms of the Consent Solicitations are detailed in the consent solicitation statement dated as of March 5, 2026, as amended by the Supplement (as defined below) (as so amended and as it may be further amended and supplemented from time to time, the "Consent Solicitation Statement").

As set forth in a supplement to the Consent Solicitation Statement dated as of March 16, 2026 (the "Supplement"), AES has amended the terms of each of the Consent Solicitations to (i) further extend the expiration time for each of the Consent Solicitations to 5:00 p.m., New York City time, on March 18, 2026, unless further extended or earlier terminated (such time and date, as it may be extended with respect to any series of Notes, the "Expiration Time"), (ii) increase the consent fee payable to Holders of Notes who validly grant (and do not validly revoke) consents to the Proposed Amendments prior to the Expiration Time from $1.00 per $1,000 principal amount of Notes to $2.50 per $1,000 principal amount of Notes (the "Increased Consent Fee") and (iii) revise the definition of "Permitted Holders" included in the Proposed Amendments. The modification to the Proposed Amendments is set forth in detail in the Supplement, which is being sent to all Holders of the Notes eligible to consent to the Proposed Amendments.

The payment of the Increased Consent Fee with respect to each Consent Solicitation is conditioned upon satisfaction or waiver of certain conditions set forth in the Consent Solicitation Statement, including obtaining the consent of the Holders of a majority of the aggregate principal amount of the applicable series of Notes outstanding, and additionally upon the consummation of the Merger (as defined in the Consent Solicitation Statement). The Increased Consent Fee for each series of Notes is expected to be paid substantially concurrently with the consummation of the Merger, if it is consummated, which is currently expected to be in late 2026 or early 2027.

Holders who have previously granted consents do not need to redeliver such consents or take any other action in response to the amendments described in this press release in order to be eligible to receive the Increased Consent Fee. Holders are referred to the Consent Solicitation Statement for the detailed terms and conditions of the Consent Solicitations with respect to the Notes.

Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. are serving as solicitation agents (the "Solicitation Agents") in connection with the Consent Solicitations. Global Bondholder Services Corporation ("GBSC") is serving as the information agent and tabulation agent in connection with the Consent Solicitations. Questions regarding the terms of the Consent Solicitations may be directed to the Solicitation Agents to Goldman Sachs & Co. LLC at (800) 828-3182 (toll free) or to Citigroup Global Markets Inc. at (800) 558-3745. Questions or requests for assistance in completing and delivering a consent or requests for copies of the Consent Solicitation Statement may be directed to GBSC at (855) 654-2014 (toll free) or by email to contact@gbsc-usa.com.

This press release does not constitute an offer to sell or an offer to purchase, or a solicitation of an offer to purchase or sell, any security. The Consent Solicitations are only being made pursuant to the terms of the Consent Solicitation Statement. No recommendation is being made as to whether Holders should consent to the Proposed Amendments. The Consent Solicitations are not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or "blue sky" laws.

About AES

The AES Corporation (NYSE: AES) is a Fortune 500 global energy company accelerating the future of energy.  Together with our many stakeholders, we're improving lives by delivering the greener, smarter energy solutions the world needs. Our diverse workforce is committed to continuous innovation and operational excellence, while partnering with our customers on their strategic energy transitions and continuing to meet their energy needs today. 

About Global Infrastructure Partners (GIP), a Part of BlackRock

Global Infrastructure Partners (GIP), a part of BlackRock, is a leading infrastructure investor that specializes in investing in, owning and operating some of the largest and most complex assets across the energy, transport, digital infrastructure and water and waste management sectors.

GIP's scaled platform has over $193 billion in assets under management. We believe that our focus on real infrastructure assets, combined with our deep proprietary origination network and comprehensive operational expertise, enables us to be responsible stewards of our clients' capital and create positive economic impact for communities.

About EQT

EQT is a purpose-driven global investment organization with EUR 270 billion in total assets under management (EUR 141 billion in fee-generating assets under management) as of 31 December 2025, within two business segments – Private Capital and Real Assets. EQT owns portfolio companies and assets in Europe, Asia Pacific and the Americas and supports them in achieving sustainable growth, operational excellence and market leadership.

Important Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed transaction between AES and Horizon Parent, L.P. ("Parent"). In connection with the proposed transaction, AES expects to file a proxy statement on Schedule 14A with the Securities and Exchange Commission ("SEC"). AES also may file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for the proxy statement or any other document AES has filed or may file with the SEC and send to its stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the proxy statement (when available) and other documents that are filed or will be filed with the SEC by AES through the SEC's website at www.sec.gov or through AES' website at https://www.aes.com/investors/ or by contacting AES' Investor Relations Team at invest@aes.com.

Participants in the Solicitation

AES, its directors and officers and other employees may be deemed to be participants in the solicitation of proxies from AES' stockholders in connection with the proposed transaction. Additional information regarding the identity of the participants, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the proposed transaction (if and when they become available). Information relating to the foregoing can also be found in the "Compensation Discussion & Analysis," "Security Ownership of Certain Beneficial Owners, Directors, and Executive Officers" and "Proposal 1: Election of Directors" sections in AES' proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on March 19, 2025 (the "Annual Meeting Proxy Statement"). To the extent holdings of securities by potential participants (or the identity of such participants) have changed since the information printed in the Annual Meeting Proxy Statement, such information has been or will be reflected on AES' Initial Statements of Beneficial Ownership on Form 3 and Statements of Change in Ownership on Form 4 that are filed or will be filed with the SEC. You may obtain free copies of these documents (when available) using the sources indicated above.

Cautionary Statement Regarding Forward-Looking Statements

This communication includes certain "forward-looking statements" within the meaning of, and subject to the safe harbor created by, the federal securities laws, including statements related to the proposed transaction between AES and Parent (the "Transaction"), including financial estimates and statements as to the expected timing, completion and effects of the Transaction. These forward-looking statements are based on AES' current expectations, estimates and projections regarding, among other things, the expected date of closing of the Transaction and the potential benefits thereof, its business and industry, management's beliefs and certain assumptions made by AES, all of which are subject to change. Forward-looking statements involve a number of risks and uncertainties, because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the Transaction and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the Transaction on anticipated terms and timing; (ii) the risk that the conditions to the completion of the Transaction, including obtaining required stockholder and regulatory approvals, are not satisfied in a timely manner or at all; (iii) potential litigation relating to the Transaction, including resulting expense or delay, and the effects of any outcomes related thereto; (iv) the risk that disruptions from the Transaction will harm AES' business, including current plans and operations; (v) the ability of AES to retain and hire key personnel; (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction; (vii) continued availability of capital and financing and rating agency actions; (viii) certain restrictions during the pendency of the Transaction that may impact AES' ability to pursue certain business opportunities or strategic transactions; (ix) significant transaction costs associated with the Transaction; (x) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction, including in circumstances requiring AES to pay a termination fee or other expenses; (xii) competitive responses to the Transaction; and (xiii) the risks and uncertainties pertaining to AES' business, including those set forth in Part I, Item 1A of AES' most recently filed Annual Report on Form 10-K, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by AES with the SEC. These risks, as well as other risks associated with the Transaction, will be more fully discussed in the proxy statement to be provided to AES' stockholders in connection with the Transaction. While the list of factors presented here is, and the list of factors to be presented in the proxy statement will be, considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. These forward-looking statements speak only as of the date they are made, and AES does not undertake to and specifically disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts

AES Investor Contact:

Susan Harcourt 703-682-1204, susan.harcourt@aes.com 

AES Media Contact:

Amy Ackerman 703-682-6399, amy.ackerman@aes.com 

GIP Contact:

Mustafa Riffat, 917-747-4156, mustafa.riffat@blackrock.com 

EQT Contact:

Mathilde Milch, 917-510-6626, mathilde.milch@eqtpartners.com

 

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SOURCE The AES Corporation

FAQ

What change did AES (AES) make to the consent fee on March 16, 2026?

AES increased the consent fee to $2.50 per $1,000 principal amount from $1.00. According to the company, the Increased Consent Fee replaces the prior $1.00 fee for consents validly granted before the March 18, 2026 expiration.

When do the amended consent solicitations for AES notes expire?

The Consent Solicitations now expire at 5:00 p.m. New York time on March 18, 2026. According to the company, that Expiration Time may be further extended or earlier terminated for any series.

Will holders who already consented to AES Proposed Amendments need to act again?

No, holders who previously granted consents do not need to redeliver or take further action. According to the company, existing valid consents remain eligible for the Increased Consent Fee under the amended terms.

When will AES pay the Increased Consent Fee to consenting noteholders?

The Increased Consent Fee is expected to be paid substantially concurrently with the consummation of the Merger. According to the company, the Merger is currently expected in late 2026 or early 2027 and other conditions must be met.

What conditions must be satisfied for AES noteholders to receive the Increased Consent Fee?

Payment is conditioned on obtaining majority consents of each applicable note series and the consummation of the Merger. According to the company, satisfaction or waiver of other Consent Solicitation Statement conditions is also required.