AES Announces Expiration of Consent Solicitation for its 2032 Notes and Amendment and Extension of Consent Solicitations for its 2028 Notes, 2030 Notes and 2031 Notes

Rhea-AI Summary

AES (NYSE: AES) announced receipt of the requisite consents for its 5.800% Senior Notes due 2032 and execution of a supplemental indenture that will become operative upon closing of the pending Merger and payment of consent fees. AES also amended and extended consent solicitations for its 2028, 2030 and 2031 notes, changing the consent-fee structure and extending the expiration to March 24, 2026.

Consent payments range from $2.50 to ~$5.00 per $1,000 of principal depending on participation; payments and amendments are contingent on consummation of the Merger expected in late 2026 or early 2027.

Positive

• 2032 consents received enabling supplemental indenture execution
• Consent payments defined at $2.50–$5.00 per $1,000 principal
• Revised solicitations extended to March 24, 2026 for 2028/2030/2031 notes
• Parent backstop reduced by aggregate principal amount of outstanding 2032 notes

Negative

• Payments contingent on Merger; if Merger not consummated, no consent payments will be made
• Amendments not operative until closing and payment of consent fees, so protections change only upon Merger

Key Figures

2032 Notes coupon: 5.800% 2028 Notes coupon: 5.450% 2030 Notes coupon: 3.950% +5 more

8 metrics

2032 Notes coupon 5.800% Senior Notes due 2032

2028 Notes coupon 5.450% Senior Notes due 2028

2030 Notes coupon 3.950% Senior Notes due 2030

2031 Notes coupon 2.450% Senior Notes due 2031

2032 consent fee $2.50 per $1,000 Consent Fee for 2032 Notes

Revised consent fee range $2.50–$5.00 per $1,000 Consent Fee per series of Notes

Revised expiration time 5:00 p.m., March 24, 2026 Expiration for Revised Consent Solicitations

Merger deadline June 1, 2027 Date after which Merger Agreement may be terminated

Market Reality Check

Price: $14.18 Vol: Volume 16,655,496 is slig...

normal vol

$14.18 Last Close

Volume Volume 16,655,496 is slightly below the 20-day average of 18,578,606 (about in line with recent trading activity). normal

Technical AES trades at $14.18, above its 200-day MA of $13.65 and about 19.66% below its 52-week high of $17.65.

Peers on Argus

AES slipped 0.14% with mixed peer action: CIG (-0.44%), ALE (-0.10%), AQN (-1.00...

AES slipped 0.14% with mixed peer action: CIG (-0.44%), ALE (-0.10%), AQN (-1.00%), BIP (-2.13%) weaker, while AVA edged up (+0.10%). No coordinated sector momentum flagged in scanners.

Historical Context

5 past events · Latest: Mar 16 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Mar 16	Consent solicitations	Neutral	+0.1%	AES raised consent fees and extended note consent deadlines tied to Merger.
Mar 16	Consent solicitation	Neutral	+0.1%	DPL LLC extended 2029 notes consent solicitation and increased consent fee.
Mar 16	Consent solicitations	Neutral	+0.1%	IPALCO extended 2030 and 2034 notes solicitations and raised consent fees.
Mar 12	Consent extensions	Neutral	-0.1%	AES extended expiration for consent solicitations on 2028–2032 senior notes.
Mar 12	Consent extensions	Neutral	-0.1%	IPALCO extended consent solicitations for its 2030 and 2034 senior notes.

Pattern Detected

Recent consent-solicitation headlines around the Merger have produced very small price moves (about ±0.07%), suggesting limited immediate trading impact from these technical updates.

Recent Company History

Over March 12–16, 2026, AES and related entities (DPL LLC and IPALCO Enterprises) repeatedly extended and amended consent solicitations for multiple senior note series, raising consent fees from $1.00 to $2.50 per $1,000 principal and pushing expirations to 5:00 p.m. on various dates. These steps are tied to the pending Merger expected in late 2026 or early 2027. Price reactions to each of these structurally similar announcements stayed very muted, within about ±0.07%, indicating that debt-structure adjustments have not driven major equity repricing.

Market Pulse Summary

This announcement details the completion of consents for the 5.800% 2032 Notes and amended, extended...

Analysis

This announcement details the completion of consents for the 5.800% 2032 Notes and amended, extended consent solicitations for the 2028–2031 Notes, all tied to the pending Merger expected by late 2026 or early 2027. If the Merger is not consummated, no consent payments occur and note terms remain unchanged. Investors may track future Merger milestones, additional consent results, and related SEC filings for further clarity on capital structure impacts.

Key Terms

senior notes, indenture, consent solicitation, supplemental indenture, +4 more

8 terms

senior notes financial

"its 5.800% Senior Notes due 2032 (the "2032 Notes")"

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.

indenture financial

"to the indenture its governing the 2032 Notes"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

consent solicitation financial

"pursuant to the Company's previously announced solicitation of consents"

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.

supplemental indenture financial

"AES entered into a supplemental indenture with the trustee for the 2032 Notes"

A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.

change of control waiver financial

"delete previously proposed amendments ... other than the change of control waiver"

A change of control waiver is a formal permission from a counterparty—often a lender, landlord, or contract partner—allowing a company to undergo a takeover, sale, or ownership change without triggering penalties or contract cancellations that would normally follow. Investors care because such waivers remove a legal obstacle that could force debt repayment, terminate key agreements, or disrupt cash flow; think of it like a landlord agreeing to let a new tenant take over a lease so business operations and financing aren’t suddenly upended.

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

"GBSC is serving as the information agent and tabulation 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

"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. Not financial advice.

ARLINGTON, Va., March 19, 2026 /PRNewswire/ -- The AES Corporation (the "Company" or "AES") (NYSE: AES) today announced that it has received the requisite consents from registered holders of its 5.800% Senior Notes due 2032 (the "2032 Notes") to the indenture its governing the 2032 Notes pursuant to the Company's previously announced solicitation of consents (the "2032 Notes Consent Solicitation") from registered holders of its 5.800% Senior Notes due 2032 (the "2032 Notes").

The 2032 Notes Consent Solicitation was made pursuant to the terms and conditions set forth in the consent solicitation statement dated as of March 5, 2026, as supplemented by the supplement thereto dated March 16, 2026 (as so amended, the "Consent Solicitation Statement"), and expired at 5:00 p.m., New York City time, on March 18, 2026 (the "2032 Notes Expiration Time").

On March 18, 2026, AES entered into a supplemental indenture with the trustee for the 2032 Notes amending the indenture governing the 2032 Notes to reflect the 2032 Notes Amendments, solely with respect to the 2032 Notes. The supplemental indenture became effective upon execution, but the amendments contained therein will only become operative upon the consummation of the Merger (as defined below) and the payment of the 2032 Notes Consent Fee (as defined below). As a result of the execution of the supplemental indenture with respect to the 2032 Notes, the commitments under Parent's (as defined below) backstop facility entered into in connection with the Merger will be reduced by an amount equal to the aggregate principal amount of outstanding 2032 Notes.

Holders of the 2032 Notes who validly delivered (and did not validly revoke) consents to the 2032 Notes Amendments in the manner described in the Consent Solicitation Statement prior to the 2032 Notes Expiration Time are eligible to receive consent consideration equal to $2.50 per $1,000 aggregate principal amount of 2032 Notes with respect to which such consents were delivered (the "2032 Notes Consent Fee").

Amendment and Extension of Consent Solicitations for 2028 Notes, 2030 Notes and 2031 Notes

The Company also announced that it is amending and extending each of its previously announced solicitations of consents (each, a "Revised Consent Solicitation" and, together with the 2032 Notes Consent Solicitation, the "Solicitations") from registered holders ("Holders") of its 5.450% Senior Notes due 2028 (the "2028 Notes"), 3.950% Senior Notes due 2030 (the "2030 Notes") and 2.450% Senior Notes due 2031 (the "2031 Notes" and, together with the 2028 Notes and 2030 Notes, 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 Revised Consent Solicitations are detailed in the Consent Solicitation Statement, as further amended by the Supplement (as defined below) (as so amended and as it may be further amended and supplemented from time to time, the "Revised Solicitation Statement").

As set forth in a supplement to the Consent Solicitation Statement dated as of March 19, 2026 (the "Supplement"), AES has amended the terms of each of the Revised Consent Solicitations to (i) further extend the expiration time for each of the Revised Consent Solicitations to 5:00 p.m., New York City time, on March 24 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) change the consent fee payable to consenting Holders of each series of Notes, as described below, and (iii) delete previously proposed amendments to the indentures governing the Notes, other than the change of control waiver with respect to the Merger and a related defined term. As modified, the Proposed Amendments are set forth in full in the Supplement, which is being sent to all Holders of the Notes eligible to consent to the Proposed Amendments.

Subject to the terms and conditions set forth in the Revised Solicitation Statement, Holders of each series Notes who validly deliver (and do not validly revoke) consents with respect to such series of Notes prior to the applicable Expiration Time will be eligible to receive consent consideration for each $1,000 aggregate principal amount of Notes of such series for which such consents were delivered equal the product of $2.50 multiplied by a fraction, the numerator of which is the aggregate principal amount of Notes of such series outstanding as of the Expiration Time and the denominator of which is the aggregate principal amount of Notes of such series for which Consents were validly delivered and not validly withdrawn by the Expiration Time (with respect to each series of Notes, the "Consent Fee" and, together with the 2032 Notes Consent Fee, "Consent Payments").

As a result, the Consent Fee with respect to each series of Notes will range from $2.50 per $1,000 aggregate principal amount of such series of Notes (if consents in respect of all outstanding Notes of such series are received) to approximately $5.00 per $1,000 aggregate principal amount of such series of Notes (if consents in respect of only a majority of the aggregate principal amount of the then-outstanding Notes of such series are received). The previous consent fee with respect to each series of Notes was a fixed fee of $2.50 per $1,000 aggregate principal amount of such series of Notes for which consents have been validly delivered (and not validly revoked) prior to the applicable expiration time.

The 2032 Notes Consent Solicitation was made, and the Revised Consent Solicitations are being made, at the request and expense of Horizon Parent, L.P. ("Parent") in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of March 1, 2026 (as amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among the Company, Parent, and Horizon Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into AES (the "Merger"), with AES surviving the Merger.

If the Merger is not consummated, no Consent Payments will be made, neither the 2032 Notes Amendments nor the Proposed Amendments will become operative and the 2032 Notes and each other series of Notes will continue to be subject to the current terms and conditions of its applicable indenture. Consent Payments are expected to be made substantially concurrently with the consummation of the Merger, which is currently expected to occur in late 2026 or early 2027. If the Merger is not consummated by June 1, 2027 (subject to extension under certain circumstances), the Merger Agreement may be terminated by AES or Parent.

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 modified Consent Fee described above. Holders are referred to the Revised Solicitation Statement for the detailed terms and conditions of the Consent Solicitations with respect to each series of Notes.

Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. are serving as solicitation agents (the "Solicitation Agents") in connection with the Solicitations. Global Bondholder Services Corporation ("GBSC") is serving as the information agent and tabulation agent in connection with the Solicitations. Questions regarding the terms of the 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 and the Revised 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 Revised Consent Solicitations are only being made pursuant to the terms of the Revised Solicitation Statement. No recommendation is being made as to whether Holders should consent to the Proposed Amendments. The Revised 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 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 did AES announce about its 5.800% Senior Notes due 2032 on March 19, 2026 (NYSE: AES)?

AES received requisite consents and entered a supplemental indenture for the 2032 notes, effective on execution. According to the company, the amendments become operative only upon consummation of the Merger and payment of the 2032 notes consent fee.

How much is the consent fee for AES 2028, 2030 and 2031 notes under the March 19, 2026 amendment?

The consent fee per $1,000 principal will range from $2.50 to approximately $5.00 depending on participation levels. According to the company, the fee equals $2.50 multiplied by a fraction tied to outstanding principal and valid consents received.

When do AES consent payments for the notes become payable and what is the timing of the Merger?

Consent payments are expected to be made substantially concurrently with the consummation of the Merger. According to the company, the Merger is currently expected in late 2026 or early 2027, and payments are contingent on closing.

What change did AES make to the consent solicitation deadlines on March 19, 2026 (AES)?

AES amended and extended the revised consent solicitations for the 2028, 2030 and 2031 notes to expire at 5:00 p.m. New York City time on March 24, 2026, unless further extended or earlier terminated. According to the company, earlier consents remain valid.

How will AES's Parent backstop facility be affected by the 2032 supplemental indenture?

Execution of the supplemental indenture reduces Parent's backstop commitments by an amount equal to the aggregate principal amount of outstanding 2032 notes. According to the company, this reduction follows entry into the supplemental indenture on March 18, 2026.

What happens to the proposed indenture amendments if the AES Merger is not consummated by June 1, 2027?

If the Merger is not consummated, no consent payments will be made and the proposed amendments will not become operative. According to the company, the Merger Agreement may be terminated by AES or Parent if the Merger is not consummated by June 1, 2027, subject to extensions.