Core Viewpoint - AES Corporation has initiated consent solicitations to amend the indentures governing certain series of its outstanding notes in connection with a merger agreement with Horizon Parent, L.P. [1][2] Group 1: Consent Solicitation Details - The consent solicitations involve four series of senior notes with an aggregate principal amount of $3.5 billion, including 5.450% Senior Notes due 2028 ($900 million), 3.950% Senior Notes due 2030 ($700 million), 2.450% Senior Notes due 2031 ($1 billion), and 5.800% Senior Notes due 2032 ($800 million) [1] - The consent fee offered is $1.00 per $1,000 principal amount of notes held by consenting holders [1][2] - The consent solicitation will expire on March 11, 2026, with a record date of February 27, 2026, for eligible holders [1][2] Group 2: Proposed Amendments - Proposed amendments include provisions that the merger will not constitute a "Change of Control," designation of affiliates of GIP and EQT as "Permitted Holders," and allowing the successor company in a merger to be a limited liability company or limited partnership [1][2] - The effectiveness of the proposed amendments is contingent upon obtaining the requisite consents from a majority of the aggregate principal amount of the applicable series of notes [2] Group 3: Merger Agreement Context - The merger agreement involves AES merging with Horizon Merger Sub, Inc., a subsidiary of Horizon Parent, which is backed by Global Infrastructure Partners and EQT [1][2] - The consummation of the merger is not dependent on the consent solicitations or the proposed amendments becoming operative [1][2] Group 4: Financial and Operational Implications - If the requisite consents are obtained, a supplemental indenture will be executed, but the proposed amendments will only become operative upon the consummation of the merger and payment of the consent fee [2] - AES does not currently expect any downgrades in the ratings of the notes as a result of the merger [1][2]