#United States #Senior Notes #Arlington #AES Corporation #Merger Plan

AES Corporation Updates on Consent Solicitation for Various Senior Notes

On March 19, 2026, AES Corporation, a major player in the global energy industry, announced significant progress concerning its financial obligations and proposed amendments under its Senior Notes due through 2032. This announcement comes as part of the company's broader strategy linked to a planned merger with Horizon Parent, L.P. and underscores the importance of obtaining shareholder consent for the successful completion of this merger.

Key Developments and Consent Solicitation

The consent solicitation for the 5.800% Senior Notes maturing in 2032 has officially concluded. Registered holders of these notes were solicited to provide consent to specific amendments to the indenture governing these notes. The solicitation, which terminated at 5:00 PM, New York City time, on March 18, 2026, set out several key terms that were already communicated in an earlier consent solicitation statement dated March 5, 2026, and its supplement issued on March 16, 2026.

As part of this process, AES entered into a supplemental indenture that includes amendments specifically tied to the 2032 Notes. These amendments will only take effect following the consummation of the merger agreement with Parent and the payment of a consent fee to those holders who validly delivered their consents throughout the solicitation.

Holders who consented to these amendments will receive a compensation of $2.50 per $1,000 aggregate principal amount of 2032 Notes. This payment incentivizes holders to engage positively with the restructuring efforts embedded in the company’s strategic vision.

Extension of Consent Solicitations for Other Senior Notes

In addition to the 2032 Notes, AES has amended and extended the solicitations for the 5.450% Senior Notes due in 2028, the 3.950% Senior Notes due in 2030, and the 2.450% Senior Notes due in 2031. This extension allows holders of these respective notes to consider the proposed amendments and deliver their consents until 5:00 PM, New York City time, on March 24, 2026. It's essential for the company to secure the necessary consents as it navigates through this pivotal period.

The adjustments made in this extended solicitation include changes to the payment structure and the removal of previously proposed amendments, focusing on central aspects such as the change of control waiver associated with the merger.

Holders who successfully deliver consent before the new expiration will be eligible for a calculated consent consideration based on the total amounts of notes outstanding and those for which consents were delivered.

Implications for Investors and Stakeholders

The outcome of these solicitations and the subsequent merger holds considerable importance for the stakeholders involved with AES. If the merger does not proceed, no consent payments will be issued, negating the amendments and maintaining the current terms that govern the outstanding notes. The completed consent solicitation and any payments are expected upon the merger closure, anticipated in late 2026 or early 2027.

AES's commitment toward completing this merger is evident as they address the changes needed in their existing debt obligations. The company's strategic alignment and operational effectiveness are crucial for future growth, especially in the dynamic energy sector.

Investors are encouraged to monitor future communications as AES prepares to engage further with its holders, ensuring transparency and adherence to regulatory requirements. As part of the company's strategy, it has engaged Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. as solicitation agents to assist in the process, ensuring a robust infrastructure for communication and facilitation. Meanwhile, Global Bondholder Services Corporation acts as the information agent, streamlining the consent process for stakeholders.

In conclusion, AES Corporation's recent announcements regarding its consent solicitation for various senior notes signal crucial steps in its ongoing merger discussions. By securing necessary consents and aligning its existing obligations, AES is positioning itself to enhance shareholder value and drive innovative solutions within the energy sector.