AES has begun soliciting consent from holders of its four outstanding senior note series as part of the all‑cash merger with Horizon Parent, L.P. and Horizon Merger Sub, Inc. The consent solicitation allows AES to amend the indentures so that the merger will not trigger a “Change of Control” clause, a key step in ensuring the transaction proceeds without accelerated debt repayment obligations.
The four series covered by the solicitation are: $900 million of 5.450% senior notes due 2028, $700 million of 3.950% senior notes due 2030, $1 billion of 2.450% senior notes due 2031, and $800 million of 5.800% senior notes due 2032. Each series carries a consent fee of $1.00 per $1,000 of principal, payable upon consummation of the merger. The solicitation expires at 5:00 p.m. New York time on March 11 2026, and only holders of record as of February 27 2026 are eligible to deliver consents.
AES is seeking specific amendments that will: 1) confirm the merger will not be treated as a change of control; 2) designate affiliates of Global Infrastructure Partners and EQT Infrastructure VI as permitted holders; and 3) allow the successor entity to be structured as a limited liability company or limited partnership. These changes are designed to preserve the existing debt covenants and provide flexibility for the post‑merger entity.
The consent solicitation comes against a backdrop of AES’s substantial debt load—$30.9 billion in total debt versus a market capitalization of $10.15 billion. The merger itself is an all‑cash transaction at $15.00 per share, valuing AES at approximately $10.7 billion in equity and $33.4 billion in enterprise value, a premium of about 40.3% over recent trading levels.
Strategically, the amendments and the merger are intended to streamline AES’s capital structure, reduce debt‑related risk, and position the company for growth under new ownership. By preventing default triggers and aligning debt terms with the new ownership framework, AES aims to unlock value for shareholders and support its long‑term expansion plans.
Investors have expressed concern over the valuation of the all‑cash offer, which was perceived as a discount to recent trading levels. This sentiment underscores the importance of the consent solicitation in securing a smoother transition and maintaining confidence in the merger’s value proposition.
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