INDIANAPOLIS, March 5, 2026 /PRNewswire/ -- IPALCO Enterprises, Inc. ("IPALCO") today announced that it has commenced consent solicitations (each a "Consent Solicitation" and collectively, the "Consent Solicitations") to amend each of the indentures (each an "Indenture" and, collectively, the "Indentures") governing certain series of its outstanding notes, as set forth in the table below (collectively, the "Notes"). The terms and conditions of the Consent Solicitations are set forth in a consent solicitation statement dated as of March 5, 2026 (as it may be amended and supplemented from time to time, the "Consent Solicitation Statement").
Aggregate Principal
Title of Series of Notes CUSIP Numbers Amount Outstanding Consent Fee(1)
------------------------- -------------- ------------------- --------------
462613AP5
4.25% Senior Notes due 462613AN0
2030 U4607XAG8 $475,000,000 $1.00
------------------------- -------------- ------------------- --------------
462613AR1
5.75% Senior Notes due 462613AQ3
2034 U4607XAH6 $400,000,000 $1.00
------------------------- -------------- ------------------- --------------
(1) For each $1,000 principal amount of Notes.
Amendment & Consent
As previously announced, on March 1, 2026, The AES Corporation, the indirect parent of IPALCO ("AES"), entered into that certain Agreement and Plan of Merger (as amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among AES, Horizon Parent, L.P. ("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. Parent and Merger Sub were formed by an investor consortium led by affiliates of Global Infrastructure Partners ("GIP"), a part of BlackRock, and the EQT Infrastructure VI fund ("EQT") for the purposes of engaging in the transactions contemplated by the Merger Agreement. In connection with the Merger, IPALCO is making the Consent Solicitations at the request and expense of Parent. The consummation of the Merger is not conditioned on the consummation of the Consent Solicitations or upon any of the Proposed Amendments (as defined below) becoming operative.
The consummation of the Merger will constitute a "Change of Control" under each of the Indentures, which may result in a "Change of Control Triggering Event" (as defined in the Indentures) for a series of Notes if the rating on such series of Notes is lowered below an investment grade rating by two of the three Rating Agencies (as defined in the Indentures) as a result of the Merger. Neither AES nor Parent currently expects that the ratings of the Notes will be downgraded by any Rating Agency.
Subject to the conditions described in the Consent Solicitation Statement, IPALCO is seeking consent from the registered holders ("Holders") of each series of Notes to amend the Indentures to (i) provide that the Merger will not constitute a "Change of Control", (ii) provide that affiliates of GIP and EQT will be "Permitted Holders" and (iii) add to, amend, supplement or change certain other defined terms contained in the Indentures and Notes related to the foregoing (collectively, the "Proposed Amendments").
Only Holders of record of a series of Notes as of 5:00 p.m., New York City time, on February 27, 2026 (the "Record Date") are eligible to deliver consents to the Proposed Amendments applicable to such series of Notes. The Consent Solicitation with respect to any series of Notes will expire at 5:00 p.m., New York City time, on March 11, 2026, or such later time and date to which such Consent Solicitation is extended (such time and date, as it may be extended with respect to any series of Notes, the "Expiration Time"). A Holder may validly revoke its consent with respect to a series of Notes prior to the earlier of the Expiration Time and the time of execution of the relevant Supplemental Indenture (as defined below) with respect to such series of Notes (the "Revocation Deadline"), as described in the Consent Solicitation Statement.
Subject to the terms and conditions of the Consent Solicitations, IPALCO is offering Holders of any series of Notes who validly deliver (and do not validly revoke) their consents with respect to such series of Notes prior to the applicable Expiration Time (each such Holder a "Consenting Holder") consent consideration equal to $1.00 per $1,000 in principal amount of such series of Notes held by such Consenting Holder (the "Consent Fee"). The payment of the Consent Fee with respect to each Consent Solicitation is conditioned upon satisfaction or waiver of certain conditions set forth in the Consent Solicitation Statement, including obtaining the Requisite Consents (as defined below) with respect to the applicable series of Notes, and additionally upon the consummation of the Merger. The Consent Fee for each series of Notes is expected to be paid substantially concurrently with the consummation of the Merger, if it is consummated, which is currently expected to be in late 2026 or early 2027. Payment of the Consent Fee for each series of Notes will be made by or on behalf of Parent or funded with consideration provided by or on behalf of Parent.
Holders who have validly delivered their consents prior to the applicable Expiration Time but who have validly revoked their consents prior to the applicable Revocation Deadline will not be eligible to receive the Consent Fee unless they validly deliver their consents again prior to such Expiration Time, and do not validly revoke their consents again prior to such Revocation Deadline.
The Proposed Amendments must be consented to by Holders of a majority of the aggregate principal amount the applicable series of Notes outstanding (the "Requisite Consents") in order to be effective with respect to such series of Notes. If the Requisite Consents are received for any series of Notes, it is expected that a supplemental indenture to the applicable Indenture (each, a "Supplemental Indenture") setting forth the Proposed Amendments will be entered into by IPALCO and the trustee for such series of Notes (each a "Trustee" and collectively, the "Trustees") promptly after receipt of such Requisite Consents, whether before or after the Expiration Time. Although the Supplemental Indenture for a series of Notes will become effective upon its execution by IPALCO and the applicable Trustee, the Proposed Amendments contained therein will only become operative upon the consummation of the Merger and the payment of the Consent Fee with respect to such series of Notes. Upon becoming operative, the Proposed Amendments will be binding on all Holders of the applicable series of Notes. If IPALCO fails to obtain the Requisite Consents for any series of Notes, the other conditions to the Consent Solicitation for such series of Notes are not satisfied or waived or the Merger is not consummated, no Consent Fee will be paid with respect to such series of Notes, the Proposed Amendments with respect to such series of Notes will not become operative and such series of Notes will continue to be subject to the current terms and conditions of the applicable Indenture.
The complete terms and conditions of the Consent Solicitations are set forth in the Consent Solicitation Statement that is being sent to the Holders of each series of the Notes. IPALCO may, in its sole discretion, extend, amend or terminate any Consent Solicitation with respect to a series of Notes at any time and from time to time as described in the Consent Solicitation Statement.
Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. are serving as solicitation agents (the "Solicitation Agents") in connection with the Consent Solicitations. Global Bondholder Services Corporation ("GBSC") is serving as the information agent and tabulation agent in connection with the Consent Solicitations. Questions regarding the terms of the Consent Solicitations 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. Questions or requests for assistance in completing and delivering a consent or requests for copies of the Consent Solicitation Statement may be directed to GBSC at (855) 654-2014 (toll free) or by email to contact@gbsc-usa.com.
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. The Consent Solicitations are only being made pursuant to the terms of the Consent Solicitation Statement. No recommendation is being made as to whether Holders should consent to the Proposed Amendments. The Consent Solicitations are not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or "blue sky" laws.
About IPALCO
IPALCO Enterprises, Inc. is a holding company which, through its principal subsidiary Indianapolis Power & Light Company, a regulated electric utility that provides retail electric service to more than 533,000 residential, commercial and industrial customers, engages primarily in generating, transmitting, distributing and selling electric energy, with its customer base concentrated in Indianapolis, Indiana. IPALCO Enterprises, Inc. is owned by The AES Corporation, a global power company, with CDP Infrastructures Fund L.P., a wholly owned subsidiary of La Caisse de dépôt et placement du Québec (CDPQ), as minority interest holder.
About AES
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