The AES Corporation

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Somewhat Bullish +50

AES Announces Successful Completion of Consent Solicitation for its 2028 Notes - PR Newswire

📅 On April 1, 2026, AES Corporation announced the successful completion of a consent solicitation for its 5.450% Senior Notes due 2028.

✔️ The company received necessary consents from registered holders to approve amendments to the indenture governing these notes.

💰 Holders who delivered valid consents prior to the March 31, 2026 expiration time will receive a total payment of $2,250,000.

📉 This aggregate consent fee equates to approximately $4.90 for each $1,000 of the principal amount of 2028 Notes held.

⚖️ Amendments contained in a supplemental indenture signed on March 31 will only become operative upon consummation of the upcoming Merger and payment of the fee.

🔄 The transaction involves a merger between AES and Horizon Parent, L.P. where Horizon Merger Sub, Inc. will merge into AES with AES surviving.

📉 Upon execution of the supplemental indenture, commitments under a parent backstop facility related to the Merger were reduced by the outstanding note principal.

⏳ If the Merger is not consummated, the consent fee will not be paid and the notes will remain under their original indenture terms.

📅 The Merger is currently expected to occur in late 2026 or early 2027, with a potential termination right if not completed by June 1, 2027.

🏦 Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. served as solicitation agents for the consent solicitation process.

📞 Contact information was provided for inquiries directed to the solicitation agents, including toll-free numbers for both banks.

⚠️ The press release explicitly states it does not constitute an offer to sell or purchase any security.

⚡ AES describes itself as a Fortune 500 global energy company focused on delivering greener and smarter energy solutions.

🏗️ Global Infrastructure Partners (GIP), part of BlackRock, is mentioned as a leading infrastructure investor with over $193 billion in assets under management.

🌍 EQT is introduced as a purpose-driven global investment organization with EUR 270 billion in total assets under management as of December 2025.

📜 AES expects to file a proxy statement on Schedule 14A with the SEC regarding the proposed transaction between itself and Parent.

Bullish Signals
  • AES successfully received requisite consents from registered holders of its 5.450% Senior Notes due 2028, marking a key milestone in its planned amendments.
  • The Company is proceeding under the terms of an Agreement and Plan of Merger with Horizon Parent, L.P., with the merger expected to occur in late 2026 or early 2027.
  • AES is described as a Fortune 500 global energy company accelerating the future of energy through greener, smarter energy solutions.
  • The Company maintains a diverse workforce committed to continuous innovation and operational excellence while partnering with customers on strategic energy transitions.
  • Global Infrastructure Partners (GIP), a part of BlackRock, brings over $193 billion in assets under management to support responsible capital stewardship.
  • EQT provides additional backing as a purpose-driven global investment organization with EUR 270 billion in total assets under management.
  • The supplemental indenture entered into on March 31, 2026, became effective upon execution, demonstrating progress toward the Merger consummation.
Risk Factors
  • AES must pay a Consent Fee of approximately $4.90 per $1,000 principal amount ($2,250,000 total) solely for amendments that are only operative if the Merger is consummated.
  • If the Merger with Horizon Parent, L.P. is not completed by June 1, 2027, the Agreement may be terminated, leaving the Consent Fee obligation unfulfilled and potentially harming investor relations.
  • The proposed amendments to the 2028 Notes depend entirely on the consummation of the Merger with Horizon Merger Sub, Inc., introducing significant transaction execution risk.
  • AES must rely on Parent's backstop facility commitments, which are reduced upon payment of the Consent Fee linked to the Merger, potentially weakening financial covenants if the deal falls through.
Full Analysis
AES Corporation (NYSE: AES) announced on April 1, 2026, that it has successfully received the requisite consents from registered holders of its 5.450% Senior Notes due 2028 (the "2028 Notes") to approve amendments to the governing indenture. The consent solicitation statement dated March 5, 2026, was supplemented by additional filings on March 16 and March 19, 2026, and expired at 5:00 p.m., New York City time, on March 31, 2026. Holders who validly delivered and did not revoke consents prior to the expiration time are entitled to an aggregate consent payment of $2,250,000, which translates to approximately $4.90 for each $1,000 principal amount of notes held (the "Consent Fee"). The request for amendments was made by Horizon Parent, L.P. ("Parent") in connection with a merger agreement dated March 1, 2026, under which Horizon Merger Sub, Inc., a wholly owned subsidiary of Parent, will merge into AES with AES surviving as the surviving entity. On March 31, 2026, AES entered into a supplemental indenture with the trustee to reflect the amendments; however, these amendments and the payment of the Consent Fee are contingent upon the consummation of the Merger. If the merger is not consummated, the amendments will not become operative, the Consent Fee will not be paid, and the 2028 Notes will remain subject to their original terms. The merger is currently expected to close in late 2026 or early 2027, with termination rights for AES or Parent if the transaction is not consummated by June 1, 2027, subject to potential extensions. Upon execution of the supplemental indenture, commitments under Parent's backstop facility were reduced by an amount equal to the aggregate principal amount of outstanding 2028 Notes. Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. served as solicitation agents, while Global Bondholder Services Corporation acted as the information and tabulation agent for the solicitation process. AES plans to file a proxy statement on Schedule 14A with the Securities and Exchange Commission regarding the proposed transaction.