AES (NYSE: AES) revises key credit agreements for Horizon Parent merger

Rhea-AI Filing Summary

The AES Corporation filed an 8-K describing amendments to several financing agreements tied to its previously announced merger with Horizon Parent, L.P. AES entered Amendment No. 2 to its Eighth Amended and Restated Credit Agreement with Citibank on March 13, 2026, and a first amendment to a separate credit agreement with Sumitomo Mitsui Banking Corporation and a first amendment to a letter of credit agreement with Barclays Bank PLC on March 16, 2026. These changes adjust change of control provisions so AES can be directly or indirectly owned by Global Infrastructure Management, LLC, EQT Fund Management S.à r.l., Qatar Investment Authority and related investment vehicles, aligning its lending arrangements with the planned ownership structure.

Insights

Credit & capital structure analyst

AES aligns key credit and letter of credit terms with its planned merger-related ownership structure.

AES is updating multiple financing documents to stay compliant under a new ownership structure following its merger agreement with Horizon Parent, L.P. The amendments cover a syndicated credit facility led by Citibank, another credit agreement with Sumitomo Mitsui Banking Corporation, and a letter of credit agreement with Barclays Bank PLC.

The central change is to modify change of control provisions so that future direct or indirect ownership by Global Infrastructure Management, LLC, EQT Fund Management S.à r.l., Qatar Investment Authority and affiliated investment vehicles is permitted. Without such changes, a change of control could have triggered defaults or mandatory repayments.

Because these amendments are tied to an already announced merger agreement, they look like preparatory, administrative steps rather than new strategic moves. Subsequent company filings may provide more detail on how these financing arrangements operate once the merger structure is implemented.

AES CORP false 0000874761 0000874761 2026-03-13 2026-03-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 13, 2026

THE AES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-12291		54-1163725
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4300 Wilson Boulevard

Arlington, Virginia 22203

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:

(703) 522-1315

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share		AES		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Following the announcement on March 2, 2026 that The AES Corporation (the “Company” or “AES”) had entered into an Agreement and Plan of Merger, by and among the Company, Horizon Parent, L.P., a Delaware limited partnership (“Parent”), and Horizon Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent, the Company entered into (i) Amendment No. 2 to the Credit Agreement (the “Citi Second Amendment”) on March 13, 2026, by and among the Company, the lenders party thereto and Citibank, N.A., as administrative agent, which amends that certain Eighth Amended and Restated Credit Agreement, dated as of September 24, 2021, by and among the Company, as borrower, the lenders from time to time party thereto and Citibank, N.A., as administrative agent, (ii) First Amendment to Credit Agreement (the “SMBC First Amendment”) on March 16, 2026, by and among the Company, the lenders party thereto and Sumitomo Mitsui Banking Corporation, as administrative agent, which amends that certain Credit Agreement, dated as of December 6, 2024, by and among the Company, as borrower, the lenders party thereto and Sumitomo Mitsui Banking Corporation, as administrative agent and (iii) Amendment No. 1 to the Letter of Credit Agreement (the “Barclays First Amendment”) on March 16, 2026, by and among the Company and Barclays Bank PLC, as the bank, which amends that certain Letter of Credit Agreement, dated as of December 8, 2025, by and among the Company, as account party, and Barclays Bank PLC, as the bank.

Collectively, these amendments modify certain change of control provisions to permit direct or indirect ownership of the Company by Global Infrastructure Management, LLC, EQT Fund Management S.à r.l., Qatar Investment Authority, and certain investment vehicles affiliated with any of the foregoing or with funds, accounts or other entities managed, advised or controlled by any of the foregoing.

The foregoing summaries of the Citi Second Amendment, the SMBC First Amendment and the Barclays First Amendment do not purport to be complete and are qualified in their entirety by reference to such documents, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Amendment No. 2 dated as of March 13, 2026, to the credit agreement among the Company, the lenders party thereto and Citibank, N.A., as administrative agent, which amends that certain Eighth Amended and Restated Credit Agreement, dated as of September 24, 2021, by and among the Company, as borrower, the lenders from time to time party thereto and Citibank, N.A., as administrative agent.
10.2		First Amendment dated as of March 16, 2026, to the credit agreement among the Company, the lenders party thereto and Sumitomo Mitsui Banking Corporation, as administrative agent, which amends that certain credit agreement, dated as of December 6, 2024, by and among the Company, as borrower, the lenders party thereto and Sumitomo Mitsui Banking Corporation, as administrative agent.
10.3		Amendment No. 1 dated as of March 16, 2026, to the letter of credit agreement by and among the Company and Barclays Bank PLC, as the bank, which amends that certain letter of credit agreement, dated as of December 8, 2025, by and among the Company, as account party, and Barclays Bank PLC, as the bank.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned hereunto duly authorized.

						THE AES CORPORATION
Date: March 19, 2026				By:		/s/ Stephen Coughlin
				Name:		Stephen Coughlin
				Title:		Executive Vice President and Chief Financial Officer

FAQ

What did AES (AES) disclose in this 8-K filing?

AES disclosed it entered amendments to two credit agreements and one letter of credit agreement. These amendments update change of control provisions so its facilities remain in place under the ownership structure contemplated by its previously announced merger with Horizon Parent, L.P.

Which financing agreements did AES (AES) amend on March 13 and 16, 2026?

AES amended its Eighth Amended and Restated Credit Agreement with Citibank, a separate credit agreement with Sumitomo Mitsui Banking Corporation, and a letter of credit agreement with Barclays Bank PLC. Each amendment adjusts terms while keeping AES as borrower or account party under the existing structures.

How are AES’s credit amendments related to its merger with Horizon Parent, L.P.?

The amendments follow AES’s announcement that it entered a merger agreement with Horizon Parent, L.P. They modify change of control provisions so the company can be directly or indirectly owned by specified investment entities without breaching those financing arrangements once the merger structure is implemented.

Which potential owners are permitted under AES’s revised change of control provisions?

The revised provisions permit direct or indirect ownership of AES by Global Infrastructure Management, LLC, EQT Fund Management S.à r.l., Qatar Investment Authority and certain affiliated investment vehicles. This ensures the defined sponsors and their managed funds can hold AES without triggering adverse credit consequences.

Do the AES credit and letter of credit amendments change the counterparties involved?

The amendments do not change the named counterparties. Citibank, Sumitomo Mitsui Banking Corporation and Barclays Bank PLC remain administrative agent or bank under their respective agreements. The changes focus on contractual terms, particularly change of control provisions linked to the planned ownership structure.

Where can investors find the full text of AES’s new credit amendments?

The complete documents are filed as Exhibits 10.1, 10.2 and 10.3 to the 8-K. These exhibits contain the detailed language for the Citibank credit amendment, the Sumitomo Mitsui Banking Corporation credit amendment, and the Barclays Bank PLC letter of credit amendment, respectively.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 56.3 KB
• EX-10.2 EX-10.2 27.8 KB
• EX-10.3 EX-10.3 17.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.5 KB