ARLINGTON, Va., April 1, 2026 /PRNewswire/ -- The AES Corporation (the "Company" or "AES") (NYSE:AES) today announced that it has received the requisite consents from registered holders of its 5.450% Senior Notes due 2028 (the "2028 Notes") to approve certain amendments (the "Amendments") to the indenture governing the 2028 Notes pursuant to the Company's previously announced solicitation of consents (the "Consent Solicitation").

Subject to the terms and conditions set forth in the Consent Solicitation Statement (as defined below), holders of 2028 Notes who validly delivered (and did not validly revoke) consents prior to the Expiration Time (as defined below) will share the aggregate consent payment of $2,250,000, or approximately $4.90 for each $1,000 aggregate principal amount of 2028 Notes for which such consents were delivered (the "Consent Fee").

The Consent Solicitation was made pursuant to the terms and conditions set forth in the consent solicitation statement dated as of March 5, 2026, as supplemented by the first supplement thereto dated March 16, 2026, and as further supplemented by the second supplement thereto dated March 19, 2026 (as amended through the date hereof, the "Consent Solicitation Statement"), and expired at 5:00 p.m., New York City time, on March 31, 2026 (the "Expiration Time").

On March 31, 2026, AES entered into a supplemental indenture with the trustee for the 2028 Notes amending the indenture governing the 2028 Notes to reflect the Amendments, solely with respect to the 2028 Notes. The supplemental indenture became effective upon execution, but the amendments contained therein will only become operative upon the consummation of the Merger (as defined below) and the payment of the Consent Fee. As a result of the execution of the supplemental indenture with respect to the 2028 Notes, the commitments under Parent's (as defined below) backstop facility entered into in connection with the Merger will be reduced by an amount equal to the aggregate principal amount of outstanding 2028 Notes.

The Consent Solicitation was made at the request and expense of Horizon Parent, L.P. ("Parent") in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of March 1, 2026 (as amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among the Company, Parent, and Horizon Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into AES (the "Merger"), with AES surviving the Merger.

If the Merger is not consummated, the Consent Fee will not be paid, the Amendments will not become operative and the 2028 Notes will continue to be subject to the current terms and conditions of its indenture. The Consent Fee is expected to be paid substantially concurrently with the consummation of the Merger, which is currently expected to occur in late 2026 or early 2027. If the Merger is not consummated by June 1, 2027 (subject to extension under certain circumstances), the Merger Agreement may be terminated by AES or Parent.

Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. served as solicitation agents (the "Solicitation Agents") in connection with the Consent Solicitation. Global Bondholder Services Corporation ("GBSC") served as the information agent and tabulation agent in connection with the Consent Solicitation. Questions regarding the terms of the Consent Solicitation may be directed to the Solicitation Agents to Goldman Sachs & Co. LLC at (800) 828-3182 (toll free) or to Citigroup Global Markets Inc. at (800) 558-3745.

This press release does not constitute an offer to sell or an offer to purchase, or a solicitation of an offer to purchase or sell, any security.

About AES

The AES Corporation (NYSE:AES) is a Fortune 500 global energy company accelerating the future of energy. Together with our many stakeholders, we're improving lives by delivering the greener, smarter energy solutions the world needs. Our diverse workforce is committed to continuous innovation and operational excellence, while partnering with our customers on their strategic energy transitions and continuing to meet their energy needs today.

About Global Infrastructure Partners (GIP), a Part of BlackRock

Global Infrastructure Partners (GIP), a part of BlackRock, is a leading infrastructure investor that specializes in investing in, owning and operating some of the largest and most complex assets across the energy, transport, digital infrastructure and water and waste management sectors.

GIP's scaled platform has over $193 billion in assets under management. We believe that our focus on real infrastructure assets, combined with our deep proprietary origination network and comprehensive operational expertise, enables us to be responsible stewards of our clients' capital and create positive economic impact for communities.

About EQT

EQT is a purpose-driven global investment organization with EUR 270 billion in total assets under management (EUR 141 billion in fee-generating assets under management) as of 31 December 2025, within two business segments – Private Capital and Real Assets. EQT owns portfolio companies and assets in Europe, Asia Pacific and the Americas and supports them in achieving sustainable growth, operational excellence and market leadership.

Important Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed transaction between AES and Parent. In connection with the proposed transaction, AES expects to file a proxy statement on Schedule 14A with the Securities and Exchange Commission ("SEC"). AES also may file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for the proxy statement or any other document AES has filed or may file with the SEC and send to its stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the proxy statement (when available) and other documents that are filed or will be filed with the SEC by AES through the SEC's website at www.sec.gov or through AES' website at https://www.aes.com/investors/ or by contacting AES' Investor Relations Team at invest@aes.com.

Participants in the Solicitation

AES, its directors and officers and other employees may be deemed to be participants in the solicitation of proxies from AES' stockholders in connection with the proposed transaction. Additional information regarding the identity of the participants, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the proposed transaction (if and when they become available). Information relating to the foregoing can also be found in the "Compensation Discussion & Analysis," "Security Ownership of Certain Beneficial Owners, Directors, and Executive Officers" and "Proposal 1: Election of Directors" sections in AES' proxy statement for its 2026 annual meeting of stockholders, which was filed with the SEC on March 20, 2026 (the "Annual Meeting Proxy Statement"). To the extent holdings of securities by potential participants (or the identity of such participants) have changed since the information printed in the Annual Meeting Proxy Statement, such information has been or will be reflected on AES' Initial Statements of Beneficial Ownership on Form 3 and Statements of Change in Ownership on Form 4 that are filed or will be filed with the SEC. You may obtain free copies of these documents (when available) using the sources indicated above.

Cautionary Statement Regarding Forward-Looking Statements

This communication includes certain "forward-looking statements" within the meaning of, and subject to the safe harbor created by, the federal securities laws, including statements related to the proposed transaction between AES and Parent (the "Transaction"), including financial estimates and statements as to the expected timing, completion and effects of the Transaction. These forward-looking statements are based on AES' current expectations, estimates and projections regarding, among other things, the expected date of closing of the Transaction and the potential benefits thereof, its business and industry, management's beliefs and certain assumptions made by AES, all of which are subject to change. Forward-looking statements involve a number of risks and uncertainties, because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the Transaction and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the Transaction on anticipated terms and timing; (ii) the risk that the conditions to the completion of the Transaction, including obtaining required stockholder and regulatory approvals, are not satisfied in a timely manner or at all; (iii) potential litigation relating to the Transaction, including resulting expense or delay, and the effects of any outcomes related thereto; (iv) the risk that disruptions from the Transaction will harm AES' business, including current plans and operations; (v) the ability of AES to retain and hire key personnel; (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction; (vii) continued availability of capital and financing and rating agency actions; (viii) certain restrictions during the pendency of the Transaction that may impact AES' ability to pursue certain business opportunities or strategic transactions; (ix) significant transaction costs associated with the Transaction; (x) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction, including in circumstances requiring AES to pay a termination fee or other expenses; (xii) competitive responses to the Transaction; and (xiii) the risks and uncertainties pertaining to AES' business, including those set forth in Part I, Item 1A of AES' most recently filed Annual Report on Form 10-K, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by AES with the SEC. These risks, as well as other risks associated with the Transaction, will be more fully discussed in the proxy statement to be provided to AES' stockholders in connection with the Transaction. While the list of factors presented here is, and the list of factors to be presented in the proxy statement will be, considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. These forward-looking statements speak only as of the date they are made, and AES does not undertake to and specifically disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts

AES Investor Contact:

Susan Harcourt 703-682-1204, susan.harcourt@aes.com

AES Media Contact:

Amy Ackerman 703-682-6399, amy.ackerman@aes.com

GIP Contact:

Mustafa Riffat, 917-747-4156, mustafa.riffat@blackrock.com

EQT Contact:

Mathilde Milch, 917-510-6626, mathilde.milch@eqtpartners.com

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SOURCE The AES Corporation

AES Announces Successful Completion of Consent Solicitation for its 2028 Notes