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AES CORP (AES) reported further progress on its sale to Horizon Parent, L.P. On March 1, 2026, AES entered into an Agreement and Plan of Merger with Horizon Parent, L.P. and its wholly owned subsidiary Horizon Merger Sub, Inc., under which Horizon Merger Sub will merge with and into AES.
On August 27, 2026, AES received CFIUS Approval, which is a condition to closing the merger. The transaction remains subject to additional regulatory approvals and other customary closing conditions. After closing, AES will be jointly owned by investment vehicles affiliated with Global Infrastructure Management, LLC, the EQT Infrastructure VI fund and other investors. AES also highlights extensive forward‑looking statement risks around completion, timing, costs and potential disruptions related to the transaction.
The AES Corporation entered into two amendments to its existing revolving credit facilities. Amendment No. 3 to its Eighth Amended and Restated Credit Agreement with Citibank, N.A. as administrative agent extends the termination date of the revolving commitments from August 23, 2027 to August 23, 2028.
AES also agreed to a Second Amendment to its Credit Agreement with Sumitomo Mitsui Banking Corporation as administrative agent, under which, subject to customary closing conditions, the termination date of the revolving commitments will be extended from December 6, 2026 to December 6, 2027. All other terms of both credit agreements remain in effect as previously negotiated.
The AES Corporation reported higher revenue and a return to profitability for the six months ended June 30, 2026. Total revenue reached $6.602 billion versus $5.781 billion a year earlier, and net income attributable to AES was $913 million compared with a loss of $49 million; basic and diluted EPS were $1.28 versus a loss of $0.08.
Operating cash flow was $2.247 billion, supporting $3.409 billion of capital expenditures, which helped increase property, plant and equipment to $40.657 billion. Non‑recourse project debt rose to $25.222 billion and recourse debt to $6.1 billion, while cash and restricted cash totaled $2.383 billion. Supplier financing arrangements outstanding were $826 million.
AES continued monetizing renewable tax credits, executing $535 million of investment tax credit transfer agreements in 2026, including $496 million allocated to noncontrolling interests and $39 million benefiting AES. Consolidated VIEs may require up to $3.1 billion of additional equity, contingent on project milestones. A cash merger with Horizon Parent, L.P. at $15.00 per share has stockholder approval and HSR clearance but remains subject to utility, FERC, CFIUS and foreign regulatory approvals and other closing conditions; termination fees under specified scenarios range from $100 million to approximately $588 million.
The AES Corporation reported that its Board Audit Committee dismissed Ernst & Young LLP as independent registered public accounting firm, effective upon filing the Form 10‑Q for the quarter ended June 30, 2026, because EY will not be independent after closing of the announced merger with Horizon Parent, L.P.
EY’s audit opinions on AES’s consolidated financial statements for the years ended December 31, 2024 and 2025 were unmodified, but EY issued an adverse opinion on internal control over financial reporting as of December 31, 2024 due to a material weakness in controls over the disposition process of AES Brasil. AES states there were no disagreements or additional reportable events with EY beyond this weakness.
After reviewing multiple firms, the Audit Committee engaged KPMG LLP as AES’s independent registered public accounting firm for the year ending December 31, 2026, effective upon EY’s dismissal. KPMG network firms had provided services deemed impermissible during the 2026 audit period under SEC rules; these advisory or clerical services were completed or terminated before appointment, related to foreign affiliates, and involved immaterial fees. KPMG and the Audit Committee each concluded KPMG’s objectivity and impartial judgment are not impaired, and AES reports it did not consult KPMG on accounting issues before this engagement.
The AES Corporation reported that stockholders approved its merger with Horizon Parent, L.P. and Horizon Merger Sub, Inc. at a special meeting. Shareholders representing 489,710,776 shares, or 68.66% of outstanding common stock as of May 5, 2026, were present, constituting a quorum.
The merger agreement and related transactions were approved with 479,072,642 votes for, 10,131,991 against and 506,143 abstaining. Stockholders also approved, on an advisory basis, merger-related compensation for named executive officers. A proposal to adjourn the meeting was not needed because the merger proposal had sufficient support.
In a related press release, AES highlighted that a consortium led by Global Infrastructure Partners and EQT will acquire all outstanding AES common shares for $15.00 per share in cash, implying an equity value of about $10.7 billion and enterprise value of about $33.4 billion. The Hart-Scott-Rodino waiting period expired on June 22, 2026, and closing is expected in late 2026 or early 2027, subject to remaining regulatory approvals and customary conditions.
The AES Corporation completed a $1 billion senior notes offering, issuing $600 million of 5.200% Notes due 2029 and $400 million of 5.750% Notes due 2033. The notes were sold slightly below par, at 99.946% and 99.740% of principal, respectively.
AES intends to use the net proceeds to repay existing indebtedness and for general corporate purposes. The notes were issued under AES’ existing senior indenture and include optional redemption features, a tax credit redemption at 101% of principal, and a 101% repurchase offer upon a Change of Control Triggering Event.
The AES Corporation is offering $600,000,000 aggregate principal amount of 5.200% Senior Notes due 2029 and $400,000,000 aggregate principal amount of 5.750% Senior Notes due 2033.
The notes are senior unsecured obligations, payable semiannually beginning January 15, 2027, and will rank equally with AES’ other unsecured debt and be effectively junior to any future secured debt and structurally subordinated to subsidiary liabilities. Net proceeds (approximately $992.0 million) are intended to repay existing indebtedness and for general corporate purposes.
The AES Corporation is offering two series of senior unsecured notes due 2029 and 2033 pursuant to a shelf prospectus supplement. The company intends to use net proceeds to repay existing indebtedness and for general corporate purposes. The notes are senior unsecured obligations, issued in registered form, and include optional redemption, change-of-control repurchase at 101%, and a Tax Credit Event redemption right.
The prospectus supplement describes AES’s business (34,889 MW generation portfolio as of March 31, 2026), consolidated assets of $52,819 million and consolidated debt of $30,999 million as of March 31, 2026. A merger agreement was announced on March 1, 2026 and the Merger is expected to close in late 2026 or early 2027, subject to customary conditions.
The AES Corporation is asking shareholders to approve a proposed cash merger under an Agreement and Plan of Merger dated March 1, 2026, by which Horizon Parent, L.P. (a consortium led by GIP and EQT sponsors) will acquire AES.
At the Effective Time, each outstanding share of AES common stock will be converted into the right to receive $15.00 in cash. The proxy solicits votes for the Merger Proposal, a non-binding advisory vote on merger-related executive compensation, and an adjournment proposal. The Board unanimously recommends a vote FOR the proposals. Completion is subject to stockholder approval and customary regulatory clearances.