IPALCO Enterprises, Inc. Announces Amendments to and Further Extension of Consent Solicitations

Rhea-AI Summary

IPALCO Enterprises (NYSE:AES) amended and extended consent solicitations for its 4.25% Senior Notes due 2030 and 5.75% Senior Notes due 2034.

The expiration time was extended to 5:00 p.m. New York City time on March 24, 2026, consent consideration was changed to a variable Consent Fee of $2.50–approximately $5.00 per $1,000 depending on participation, and most previously proposed indenture amendments were deleted except a change of control waiver related to the Merger.

The solicitations are being made at the request and expense of Horizon Parent in connection with the Merger with AES; Consent Fees are payable only if the Merger is consummated, currently expected in late 2026 or early 2027, and the Merger Agreement may be terminated if not consummated by June 1, 2027 (subject to extension).

Positive

• Consent Fee increased to a variable range of $2.50–≈$5.00 per $1,000
• Expiration extended to 5:00 p.m. ET, March 24, 2026
• Consent Fees payable substantially concurrently with Merger closing

Negative

• Most proposed indenture amendments deleted except the change of control waiver
• Consent Fees will not be paid if the Merger is not consummated
• Merger must close by June 1, 2027 or the Merger Agreement may terminate

News Market Reaction – AES

-0.21%

1 alert

-0.21% News Effect

On the day this news was published, AES declined 0.21%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Coupon rate: 4.25% Senior Notes due 2030 Coupon rate: 5.75% Senior Notes due 2034 Base consent fee: $2.50 per $1,000 +5 more

8 metrics

Coupon rate 4.25% Senior Notes due 2030 IPALCO debt series in consent solicitation

Coupon rate 5.75% Senior Notes due 2034 IPALCO debt series in consent solicitation

Base consent fee $2.50 per $1,000 Consent fee per $1,000 principal before scaling formula

Consent fee range $2.50–$5.00 per $1,000 Fee range depending on participation level by series

Previous consent fee $2.50 per $1,000 Prior fixed fee per $1,000 principal before this amendment

Expiration Time 5:00 p.m. March 24, 2026 New consent solicitation expiration, New York City time

Merger deadline June 1, 2027 Date after which Merger Agreement may be terminated if not closed

Principal reference $1,000 aggregate principal amount Unit size used to calculate consent consideration

Market Reality Check

Price: $14.13 Vol: Relative volume at 0.9x 2...

normal vol

$14.13 Last Close

Volume Relative volume at 0.9x 20-day average (16,655,496 vs. 18,578,606) suggests typical trading interest ahead of this update. normal

Technical Price $14.18 is trading slightly above the 200-day MA $13.65, indicating a modestly constructive longer-term trend pre-announcement.

Peers on Argus

AES slipped 0.14% while several utilities peers like CIG (-0.44%), AQN (-1.0%), ...

AES slipped 0.14% while several utilities peers like CIG (-0.44%), AQN (-1.0%), and BIP (-2.13%) also traded lower. With no peers in the momentum scanner and mixed peer moves, trading appeared more name-specific than a clear sector-wide rotation.

Historical Context

5 past events · Latest: Mar 16 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Mar 16	AES consent amendments	Neutral	+0.1%	Raised consent fee and extended AES note solicitations tied to Merger closing.
Mar 16	DPL consent amendment	Neutral	+0.1%	Increased consent fee and extended DPL 2029 notes solicitation expiration date.
Mar 16	IPALCO consent amendment	Neutral	+0.1%	Extended IPALCO note solicitations and raised consent fee tied to Merger.
Mar 12	AES extension only	Neutral	-0.1%	Extended expiration for AES consent solicitations without changing other terms.
Mar 12	IPALCO extension only	Neutral	-0.1%	Extended IPALCO consent solicitations for 2030 and 2034 notes; terms unchanged.

Pattern Detected

Recent consent-solicitation headlines for AES and IPALCO have generated only very small price moves, indicating that these technical capital-structure updates have not been major trading catalysts.

Recent Company History

Over the last week, AES and its IPALCO and DPL entities have repeatedly amended and extended consent solicitations for various senior notes, generally raising consent fees and pushing out expiration times to March 13 and then March 18, 2026. Each event tied noteholder consents and fees to the closing of the planned Merger expected in late 2026 or early 2027. Price reactions around these updates were very small (about ±0.07%), suggesting limited equity-market sensitivity to these consent mechanics.

Market Pulse Summary

This announcement further refines IPALCO’s consent solicitations by extending the Expiration Time to...

Analysis

This announcement further refines IPALCO’s consent solicitations by extending the Expiration Time to March 24, 2026 and moving to a scaled Consent Fee of $2.50–$5.00 per $1,000, still conditioned on the Merger closing before June 1, 2027. In context with recent AES and IPALCO consent updates, it underscores an ongoing effort to align noteholder terms with the planned Merger. Investors may watch future filings for changes to consideration, timelines, or required approvals.

Key Terms

senior notes, indentures, consent solicitation, change of control, +1 more

5 terms

senior notes financial

"holders of its 4.25% Senior Notes due 2030 and 5.75% Senior Notes due 2034"

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

"proposed amendments to the indentures governing each series of Notes"

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.

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.

change of control financial

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

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

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.

AI-generated analysis. Not financial advice.

INDIANAPOLIS, March 19, 2026 /PRNewswire/ -- IPALCO Enterprises, Inc. ("IPALCO") 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 4.25% Senior Notes due 2030 and 5.75% Senior Notes due 2034 (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 supplemented by the supplement thereto dated March 16, 2026 (as so amended, the "Consent Solicitation Statement"), and 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"), IPALCO 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 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 (as defined below) 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 of 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").

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 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 AES Corporation ("AES"), 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 Fees will be paid, the Proposed Amendments will not become operative and each series of Notes will continue to be subject to the current terms and conditions of its applicable indenture. Consent Fees are expected to be paid 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 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 Revised 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 IPALCO

IPALCO Enterprises, Inc. is a holding company which, through its principal subsidiary Indianapolis Power & Light Company, a regulated electric utility that provides retail electric service to more than 533,000 residential, commercial and industrial customers, engages primarily in generating, transmitting, distributing and selling electric energy, with its customer base concentrated in Indianapolis, Indiana. IPALCO Enterprises, Inc. is owned by The AES Corporation, a global power company, with CDP Infrastructures Fund L.P., a wholly owned subsidiary of La Caisse de dépôt et placement du Québec (CDPQ), as minority interest holder.

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' and IPALCO'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 IPALCO, 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 IPALCO's 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' or IPALCO'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 IPALCO's business, including those set forth in Part I, Item 1A of AES' and IPALCO'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 IPALCO 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 IPALCO 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 

 

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SOURCE IPALCO Enterprises

FAQ

What change did IPALCO announce for consent solicitations on March 19, 2026 for AES notes?

IPALCO extended the consent solicitation deadline to March 24, 2026 at 5:00 p.m. ET. According to the company, it also changed the consent fee mechanics and removed most proposed indenture amendments except a change of control waiver.

How much is the Consent Fee for AES 2030 and 2034 notes under the March 19, 2026 amendment?

The Consent Fee now ranges from $2.50 to approximately $5.00 per $1,000 of principal depending on participation. According to the company, the fee equals $2.50 multiplied by a dilution factor based on delivered consents.

When will holders of AES notes receive Consent Fees under the amended solicitation dated March 19, 2026?

Consent Fees are expected to be paid substantially concurrently with the closing of the Merger. According to the company, fees will not be paid if the Merger is not consummated.

What Merger timeline did IPALCO disclose related to the March 19, 2026 consent solicitations for AES?

The Merger is currently expected to close in late 2026 or early 2027. According to the company, the Merger Agreement may be terminated if the Merger is not consummated by June 1, 2027 (subject to certain extensions).

Which indenture amendments remain after IPALCO's March 19, 2026 update to the AES consent solicitations?

Most previously proposed amendments were deleted; only the change of control waiver related to the Merger and a related defined term remain. According to the company, full details are in the Revised Solicitation Statement.