IPALCO Solicits Consent to Amend $875M Senior Notes Ahead of AES Merger
IPALCO launched consent solicitations for $475 million of 4.25% 2030 notes and $400 million of 5.75% 2034 notes with a $1 per $1,000 consent fee. Amendments would exclude the 2026–27 AES merger from triggering a Change of Control and add GIP and EQT affiliates as permitted holders.
1. Consent Solicitation Details
IPALCO has commenced consent solicitations for its two series of senior notes: $475 million of 4.25% notes due 2030 and $400 million of 5.75% notes due 2034. Holders of record by February 27, 2026 can deliver consents in exchange for $1.00 per $1,000 principal.
2. Merger Definition and Impact
As part of AES’s Agreement and Plan of Merger with subsidiaries of GIP and EQT, the Merger will constitute a Change of Control under the indentures unless amendments are approved. Neither AES nor Parent expects this transaction to trigger a downgrade below investment grade.
3. Proposed Indenture Amendments
The Proposed Amendments would exclude the Merger from constituting a Change of Control, designate GIP and EQT affiliates as permitted holders, and update related defined terms in the indentures. Consents require approval by a majority of each series’ outstanding principal.
4. Timeline and Conditions
The solicitation expires at 5:00 p.m. New York time on March 11, 2026, subject to extensions, and consents can be revoked before execution of supplemental indentures. The $1.00 consent fees are payable upon merger consummation, expected in late 2026 or early 2027.