DPL LLC Extends Consent Solicitation for Upcoming Merger Conflicts

DPL LLC's Extended Consent Solicitation

Dayton, Ohio, March 19, 2026 - DPL LLC, formerly known as DPL Inc., has recently communicated significant updates regarding its consent solicitation related to the 4.35% Senior Notes due 2029. This announcement comes as the company seeks to amend certain terms in the existing indenture governing these notes.

The core of this announcement centers around an extension of the Consent Solicitation, initially detailed in documents released on March 5, with updates reflected in a supplement published on March 16, and an additional modification detailed on March 19. Key adjustments in this solicitation include provisions intended for holders of the notes who are asked to consent to specific changes rather than previous proposals. The term for submitting these consents has been extended to 5:00 PM New York City time on March 24, 2026.

Changes in Consent Terms

The recent supplement has introduced notable changes to the consent fees payable for holders who respond positively. While the previous incentive was a fixed amount of $2.50 per $1,000 of notes, the new structure proposes varying levels up to approximately $5.00, contingent on participation rates among holders. This tiered structure aims to incentivize a higher rate of consent, ensuring that the modifications to the indenture can proceed, which include a crucial waiver connected to an upcoming merger.

Merger Context

Discussions surrounding this consent solicitation are intricately linked to the anticipated merger involving DPL’s parent company, Horizon Parent, L.P., and The AES Corporation. The Merger Agreement stipulates that Horizon’s subsidiary, Horizon Merger Sub, Inc., is set to merge with AES. The timing of this merger is currently projected for late 2026 or early 2027, dependent on various approvals and conditions. It's vital for the consent amendment to be operational before this merger can proceed, as failure to achieve this could result in no fees being distributed and the notes remaining under existing conditions without the proposed amendments.

Importance of Consents

For noteholders who have already consented, there's good news: they won’t be required to resubmit their consents to take advantage of the revised fee structure, which may lead to increased participation from eligible holders. As the clock ticks down to the new expiration date, the anticipation builds regarding both the merger and the outcomes of the consent solicitation, both of which are pivotal for DPL's strategic direction moving forward.

To facilitate the communication and assistance relating to this solicitation, both Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. have been enlisted as solicitation agents, with Global Bondholder Services Corporation serving as the information and tabulation agent.

In conclusion, DPL LLC's recent announcements reflect significant moves in the financial strategies surrounding the potential merger and demonstrate the importance of stakeholder engagement in the process of securing consent for essential amendments to their financial agreements. Noteholders are encouraged to review the terms fully and participate within the newly set deadlines as the company progresses toward aligning its financial structure with its strategic mergers.

For additional inquiries regarding the Consent Solicitation or the underlying merger transactions, stakeholders can reach out to the solicitation agents or visit the relevant filings and documents through the SEC and DPL’s investor relations platform.