AES completed the consent solicitation for its 5.450% Senior Notes due 2028 on March 31, 2026, after receiving the required consents from noteholders. The supplemental indenture was executed on the same day and became effective immediately, but the amendments to the indenture will only take effect once the merger with Horizon Parent is consummated.
The consent solicitation closed with a $2.25 million fee paid to holders, equivalent to about $4.90 per $1,000 of principal. The 2028 notes total $900 million in outstanding principal, and the solicitation expired at 5:00 p.m. New York City time on March 31.
The amendments modify change‑of‑control provisions in the indenture, ensuring that the pending all‑cash acquisition of AES by Horizon Parent, valued at $10.7 billion and offering $15.00 per share, will not trigger default clauses in the debt agreements. The event is a key milestone in AES’s debt‑restructuring plan and supports the company’s strategy to accelerate its transition to renewable energy, battery storage, and regulated utilities.
AES has also amended several credit agreements with Citibank, Sumitomo Mitsui Banking Corporation, and Barclays Bank PLC to adjust change‑of‑control terms, further de‑risking the transaction. By securing the consents, AES is moving closer to finalizing the merger, aligning its capital structure with the new ownership framework, and potentially reducing debt‑to‑equity leverage to support future growth.
The consent solicitation is part of a broader effort to provide AES with greater financial flexibility for long‑term energy transition strategies. The successful completion of this step signals that the company is on track to complete the merger in late 2026 or early 2027, positioning AES to pursue its self‑funding growth strategy under Horizon Parent’s ownership.
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