AES CORP

The AES Corporation announced that the European Commission unconditionally approved its proposed merger on October 15, 2026. Subsequently, on October 19, 2026, the New York Public Service Commission issued a ruling that the merger requires no further review under New York Public Service Law. These approvals are conditions for the closing of the merger, which is still subject to other regulatory approvals and customary closing conditions. The merger, initially announced on March 1, 2026, will result in the company being jointly owned by investment vehicles affiliated with Global Infrastructure Management, LLC, the EQT Infrastructure VI fund, and other investors.

The AES Corporation announced that the Public Utilities Commission of Ohio has issued an order approving the previously announced merger with Horizon Parent, L.P. This approval is a condition for the closing of the merger, which is also subject to other customary closing conditions and regulatory approvals. Upon completion, the company will be jointly owned by investment vehicles affiliated with Global Infrastructure Management, LLC, the EQT Infrastructure VI fund, and other investors.

The AES Corporation entered into amendments for two credit agreements on August 5, 2026. The termination date for the revolving commitments under the Citi Credit Agreement was extended from August 23, 2027, to August 23, 2028. Similarly, the termination date for the SMBC Credit Agreement's revolving commitments will be extended from December 6, 2026, to December 6, 2027. Additionally, all commitments related to Green Outstanding Credits and Green Letters of Credit under the Citi Credit Agreement were terminated and reallocated.

The AES Corporation announced the dismissal of Ernst & Young LLP (EY) as its independent registered public accounting firm, effective upon the filing of its Q2 2026 Form 10-Q. This change was necessitated by an announced merger agreement, which would compromise EY's independence under SEC rules. The company subsequently engaged KPMG LLP (KPMG) as its new independent auditor for the fiscal year ending December 31, 2026, after ensuring KPMG resolved prior impermissible services. EY's 2024 audit report included an adverse opinion on internal controls due to a material weakness related to the disposition process of AES Brasil.

AES Corporation stockholders approved the company's acquisition by a consortium led by Global Infrastructure Partners and EQT Infrastructure VI fund at a special meeting on June 26, 2026. The merger agreement entails a cash payment of $15.00 per share, valuing the equity at approximately $10.7 billion and the enterprise at $33.4 billion. Stockholders also approved, on a non-binding advisory basis, the compensation for named executive officers related to the merger. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired on June 22, 2026, and the transaction is anticipated to close in late 2026 or early 2027, subject to remaining regulatory approvals.

The AES Corporation has completed its offering of $1 billion in aggregate principal amount of Senior Notes, consisting of $600 million of 5.200% Senior Notes due 2029 and $400 million of 5.750% Senior Notes due 2033. The net proceeds from this offering will be utilized to repay existing indebtedness and for general corporate purposes. The company entered into an Underwriting Agreement with several representatives of underwriters for this issuance. The notes are subject to various redemption provisions, including optional redemption at a 'make whole' price or 100% of principal, redemption at 101% upon a Tax Credit Event, and mandatory repurchase at 101% upon a Change of Control Triggering Event.

The AES Corporation is facing two individual lawsuits and 15 demand letters from purported stockholders alleging material information omissions in its proxy statements related to its pending merger with Horizon Parent, L.P. The complaints seek to enjoin the merger or claim damages. While AES denies the allegations and believes them to be without merit, it has voluntarily provided supplemental disclosures to the definitive proxy statement to minimize litigation burden and avoid potential delays to the merger.

AES Corporation announced a definitive merger agreement on March 1, 2026, under which it will be acquired by Horizon Parent, L.P. for $15.00 per share in cash. The transaction, unanimously approved by AES's Board, is subject to stockholder and regulatory approvals. Concurrently, AES reported strong first-quarter 2026 financial results, with net income attributable to the company significantly increasing to $487 million and total revenue rising to $3,180 million.

The AES Corporation announced a leadership transition in its accounting department. Sherry Kohan will step down as Senior Vice President and Chief Accounting Officer, effective May 7, 2026, to assume the role of Chief Financial Officer for AES' U.S. Utilities business. Concurrently, Aubrey Jarred has been appointed Vice President and Controller, and designated as the company's principal accounting officer, also effective May 7, 2026. Ms. Jarred, 40, has been with AES since 2022, overseeing global technical accounting and internal control functions.