DPL LLC Announces Launch of Consent Solicitation for its 4.35% Senior Notes due 2029

PR Newswire

DAYTON, Ohio, March 5, 2026 /PRNewswire/ -- DPL LLC (f/k/a DPL Inc.) ("DPL") today announced that it has commenced a consent solicitation (the "Consent Solicitation") to amend the indenture (as amended or supplemented through the date hereof, the "Indenture") governing its outstanding 4.35% Senior Notes due 2029 (CUSIP Nos. 233293AP4; 233293AQ2; U2605PAE6) (the "Notes"). The terms and conditions of the Consent Solicitation 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"). 

Amendment & Consent

As previously announced, on March 1, 2026, The AES Corporation, the indirect parent of DPL ("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, DPL is making the Consent Solicitation at the request and expense of Parent. The consummation of the Merger is not conditioned on the consummation of the Consent Solicitation or upon any of the Proposed Amendments (as defined below) becoming operative.

The consummation of the Merger will constitute a "Change of Control" under the Indenture, which may result in a "Change of Control Triggering Event" (as defined in the Indenture) for the Notes if the rating on the Notes is lowered by two of the three Rating Agencies (as defined in the Indenture). Neither DPL 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, DPL is seeking consent from the registered holders ("Holders") of the Notes to amend the Indenture 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", (iii) amend the period during which a "Rating Event" may occur and qualify that a ratings downgrade must relate to a particular Change of Control in order to constitute a "Rating Event" for purposes of the definition of "Change of Control Triggering Event", and (iv) add to, amend, supplement or change certain other defined terms contained in the Indenture and Notes related to the foregoing (collectively, the "Proposed Amendments").

Only Holders of record of the 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. The Consent Solicitation will expire at 5:00 p.m., New York City time, on March 11, 2026, or such later time and date to which the Consent Solicitation is extended (such time and date, as it may be extended, the "Expiration Time"). A Holder may validly revoke its consent prior to the earlier of the Expiration Time and the time of execution of the Supplemental Indenture (as defined below) (the "Revocation Deadline"), as described in the Consent Solicitation Statement. 

Subject to the terms and conditions of the Consent Solicitation, DPL is offering Holders of the Notes who validly deliver (and do not validly revoke) their consents prior to the Expiration Time (each such Holder a "Consenting Holder") consent consideration equal to $1.00 per $1,000 in principal amount of the Notes held by such Consenting Holder (the "Consent Fee"). The payment of the Consent Fee is conditioned upon satisfaction or waiver of certain conditions set forth in the Consent Solicitation Statement, including obtaining the Requisite Consents (as defined below), and additionally upon the consummation of the Merger. The Consent Fee 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 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 Expiration Time but who have validly revoked their consents prior to the Revocation Deadline will not be eligible to receive the Consent Fee unless they validly deliver their consents again prior to the Expiration Time, and do not validly revoke their consents again prior to the Revocation Deadline.

The Proposed Amendments must be consented to by Holders of a majority of the aggregate principal amount the Notes outstanding (the "Requisite Consents") in order to be effective. If the Requisite Consents are received, it is expected that a supplemental indenture to the Indenture (the "Supplemental Indenture") setting forth the Proposed Amendments will be entered into by DPL and U.S. Bank Trust Company, National Association, as trustee (as successor in interest to U.S. Bank National Association) (the "Trustee"), promptly after receipt of the  Requisite Consents, whether before or after the Expiration Time. Although the Supplemental Indenture will become effective upon its execution by DPL and the Trustee, the Proposed Amendments contained therein will only become operative upon the consummation of the Merger and the payment of the Consent Fee. Upon becoming operative, the Proposed Amendments will be binding on all Holders of the Notes. If DPL fails to obtain the Requisite Consents, the other conditions to the Consent Solicitation are not satisfied or waived or the Merger is not consummated, no Consent Fee will be paid, the Proposed Amendments will not become operative and the Notes will continue to be subject to the current terms and conditions of the Indenture.

The complete terms and conditions of the Consent Solicitation are set forth in the Consent Solicitation Statement that is being sent to the Holders of the Notes. DPL may, in its sole discretion, extend, amend or terminate the Consent Solicitation 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 Solicitation. Global Bondholder Services Corporation ("GBSC") is serving 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. 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 Solicitation is 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 Solicitation is 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 DPL LLC

DPL LLC is a regional energy provider and an AES company. DPL's primary subsidiaries include The Dayton Power and Light Company and Miami Valley Insurance Company (MVIC). The Dayton Power and Light Company, a regulated electric utility, provides service to more than 541,000 residential, commercial and industrial customers in a 6,000-square-mile service area in West Central Ohio and MVIC, a captive insurance company, provides insurance services to DPL and its subsidiaries.

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 between AES and Parent (the "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 2025 annual meeting of stockholders, which was filed with the SEC on March 19, 2025 (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 regarding the Consent Solicitation, including the timing thereof, the execution of the Supplemental Indenture and the payment of the Consent Fee, and 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' and DPL's 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 and DPL, 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' or DPL's businesses, 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' or DPL's 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' or DPL's businesses, including those set forth in Part I, Item 1A of each of AES' and DPL's most recent 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 or DPL 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 and DPL do not undertake to and specifically disclaim 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

SOURCE DPL LLC