DPL LLC Announces Amendments to and Further Extension of Consent Solicitation

Rhea-AI Summary

DPL LLC (NYSE:AES) amended and extended its consent solicitation for its 4.35% Senior Notes due 2029. The expiration is extended to 5:00 p.m. New York time on March 18, 2026, and the consent fee increased from $1.00 to $2.50 per $1,000 principal.

Payment of the Increased Consent Fee is conditioned on majority holder consent and the consummation of the Merger, with payment expected substantially concurrently with the Merger in late 2026 or early 2027.

Positive

• Consent fee increased to $2.50 per $1,000, improving holder incentive
• Expiration extended to March 18, 2026 5:00 p.m. NYC time, giving holders more time to respond

Negative

• Increased consent fee conditioned on Merger consummation and majority consent
• Fee payment deferred until substantially concurrent with Merger (late 2026/early 2027)

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 extends and sweetens DPL’s consent solicitation for its 4.35% Senior Notes due 202...

Analysis

This announcement extends and sweetens DPL’s consent solicitation for its 4.35% Senior Notes due 2029, lifting the fee to $2.50 per $1,000 of principal in exchange for amendments to the indenture. Payment is contingent on majority noteholder support and on closing the AES merger, expected in late 2026 or early 2027. Investors may watch future filings and consent results to gauge progress on integrating DPL’s capital structure with the planned transaction.

Key Figures

Coupon rate: 4.35% Original consent fee: $1.00 per $1,000 principal Increased consent fee: $2.50 per $1,000 principal +5 more

8 metrics

Coupon rate 4.35% Senior Notes due 2029 under consent solicitation

Original consent fee $1.00 per $1,000 principal Prior fee for valid consents before amendment

Increased consent fee $2.50 per $1,000 principal Revised fee for Holders granting consents by Expiration Time

Expiration Time 5:00 p.m., March 18, 2026 Extended deadline for consent solicitation

Merger timing window late 2026 or early 2027 Expected timing for Merger consummation tied to fee payment

Consent threshold Majority of aggregate principal Required Holder consents for Increased Consent Fee payment

Contact phone Goldman Sachs (800) 828-3182 Solicitation agent contact for questions

Contact phone GBSC (855) 654-2014 Information and tabulation agent contact

Historical Context

5 past events · Latest: Mar 12 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Mar 12	Consent extension AES notes	Neutral	-0.1%	Extended expiration for multiple AES senior note consent solicitations.
Mar 12	Consent extension IPALCO	Neutral	-0.1%	Extended expiration for IPALCO 2030 and 2034 senior note consents.
Mar 12	Consent extension DPL	Neutral	-0.1%	Extended expiration for DPL 4.35% Senior Notes due 2029 consent.
Mar 12	AI safety platform	Positive	-0.1%	Deployment of AI safety platform to speed investigations and risk detection.
Mar 06	Deal fairness review	Negative	-0.5%	Questions raised about whether AES and peers obtained fair transaction terms.

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

Pattern Detected

Recent corporate and consent-related news generally saw small negative price reactions, while an operational AI update also drew a slight decline.

Recent Company History

Over the past weeks, AES-related entities have issued several consent solicitation extensions for various senior notes, including 4.35% 2029, 4.25% 2030, and 5.75% 2034 series, each followed by modest 0.07% share declines. An AI safety platform deployment across U.S. operations on Mar 12 also coincided with a small negative move. A separate shareholder-focused headline on Mar 6 saw a larger 0.49% drop. Today’s DPL consent amendment continues this pattern of liability- and merger-related housekeeping.

Key Terms

consent solicitation, indenture, senior notes, principal amount, +4 more

8 terms

consent solicitation financial

"amending and extending its previously announced solicitation of consents (the "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.

indenture financial

"Proposed Amendments to the indenture governing the Notes, as further described below"

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.

senior notes financial

"registered holders ... of its 4.35% Senior Notes due 2029 (the "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.

principal amount financial

"from $1.00 per $1,000 principal amount of Notes to $2.50 per $1,000"

The principal amount is the original sum of money that is borrowed, lent, or invested before any interest, fees, or returns are added. It matters to investors because interest charges, scheduled repayments, and total return are calculated from that base amount — think of it as the price tag on which future costs or gains are built. Knowing the principal helps you compare deals and predict cash flows and risk.

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.

tabulation agent financial

"GBSC is serving as the information agent and tabulation agent in connection"

A tabulation agent is an independent party hired to collect, count and verify shareholder votes in corporate elections and proxy matters. Like an impartial vote-counter at an election, the agent ensures results are accurate and documented, which matters to investors because those certified outcomes determine control, board composition and approval of major corporate actions that can affect a company’s direction and stock value.

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. How Rhea-AI works. Not financial advice.

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DAYTON, Ohio, March 16, 2026 /PRNewswire/ -- DPL LLC (f/k/a DPL Inc.) ("DPL") today announced that it is amending and extending its previously announced solicitation of consents (the "Consent Solicitation") from registered holders (the "Holders") of its 4.35% Senior Notes due 2029 (the "Notes") to adopt certain proposed amendments (the "Proposed Amendments") to the indenture governing the Notes, as further described below.

The terms of the Consent Solicitation 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"), DPL has amended the terms of the Consent Solicitation to (i) further extend the expiration time for the Consent Solicitation 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 the Notes, the "Expiration Time"), and (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").

The payment of the Increased Consent Fee with respect to the 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 Notes outstanding, and additionally upon the consummation of the Merger (as defined in the Consent Solicitation Statement). The Increased Consent Fee for the 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 Solicitation 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 Solicitation. Global Bondholder Services Corporation ("GBSC") is serving as the information agent and tabulation agent in connection with the Consent Solicitation. Questions regarding the terms of the Consent Solicitation 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 Solicitation is 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 Solicitation is 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 DPL LLC

DPL LLC is a regional energy provider and an AES company. DPL's primary subsidiaries include The Dayton Power and Light Company and Miami Valley Insurance Company (MVIC). The Dayton Power and Light Company, a regulated electric utility, provides service to more than 541,000 residential, commercial and industrial customers in a 6,000-square-mile service area in West Central Ohio and MVIC, a captive insurance company, provides insurance services to DPL and its subsidiaries.

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 The AES Corporation ("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' and DPL's 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 and DPL, 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' or DPL's businesses, 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' or DPL's 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' or DPL's businesses, including those set forth in Part I, Item 1A of each of AES' and DPL's 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 or DPL 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 and DPL do not undertake to and specifically disclaim 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

View original content:https://www.prnewswire.com/news-releases/dpl-llc-announces-amendments-to-and-further-extension-of-consent-solicitation-302714598.html

SOURCE DPL LLC

FAQ

What change did DPL (AES) make to the consent solicitation deadline for the 4.35% notes due 2029?

The deadline was extended to 5:00 p.m. New York time on March 18, 2026. According to DPL, the extension gives holders additional time to grant consents before the Expiration Time.

How much is the increased consent fee for AES 4.35% notes due 2029 and who is eligible?

The consent fee was raised to $2.50 per $1,000 principal amount of notes. According to DPL, holders who validly grant (and do not validly revoke) consents before the Expiration Time are eligible.

When will AES pay the Increased Consent Fee for consents to the Proposed Amendments?

Payment is expected substantially concurrently with the Merger, currently expected in late 2026 or early 2027. According to DPL, payment is conditioned on majority holder consent and the Merger's consummation.

Are holders required to resubmit consents after DPL amended the Consent Solicitation on March 16, 2026?

No; holders who previously granted consents do not need to redeliver them to be eligible for the Increased Consent Fee. According to DPL, prior valid consents remain effective under the amended terms.

Who are the solicitation and tabulation agents for the AES consent solicitation and where can holders get assistance?

Goldman Sachs and Citigroup serve as solicitation agents; GBSC is information and tabulation agent. According to DPL, holders may contact the listed agent phone numbers or GBSC email for assistance and copies of the Consent Solicitation Statement.