Business Context and Reporting Period
This Form 8-K, dated June 12, 2026, serves as a supplemental disclosure to the Definitive Proxy Statement regarding the proposed merger between The AES Corporation ("AES") and Horizon Parent, L.P. The transaction, originally announced on March 1, 2026, involves a special stockholder meeting scheduled for June 26, 2026, to approve the merger. Upon closing, AES will be jointly owned by investment vehicles affiliated with Global Infrastructure Management, LLC, the EQT Infrastructure VI fund, and other investors.
Key Financial Metrics and Valuation
The filing provides updated financial forecasts and valuation analyses conducted by J.P. Morgan and Wells Fargo to support the merger consideration of $15.00 per share.
- Forward-Looking Adjusted EBITDA (in millions):
- 2026: $3,162
- 2027: $3,507
- 2028: $3,472
- 2029: $3,898
- 2030: $4,292
- Valuation Ranges (Implied Equity Value per Share):
- J.P. Morgan Public Trading Multiples: $9.75 to $17.50
- J.P. Morgan Selected Transactions: $11.25 to $17.75
- J.P. Morgan Discounted Cash Flow (DCF): $10.50 to $20.25
- Wells Fargo DCF: $11.14 to $17.27
- Wells Fargo Public Companies: $9.07 to $14.72
- Wells Fargo Selected Transactions: $11.31 to $16.39
- Key Assumptions:
- Fluence Energy, Inc. ownership valued at $841 million (as of Feb 25, 2026).
- AGIC (AES Global Insurance) implied equity value of $460 million.
- Net debt based on forecasts as of December 31, 2025.
- Fully diluted shares outstanding: 720 million.
Note: The filing does not provide current period revenue, net income, or cash flow figures, focusing instead on forward-looking EBITDA forecasts and valuation multiples.
Material Changes and Litigation
The primary material event is the filing of this supplement in response to legal challenges regarding the merger.
- Legal Proceedings: As of June 12, 2026, AES is aware of two individual complaints (Miller v. The AES Corporation and Wright v. The AES Corporation) and fifteen demand letters alleging disclosure deficiencies in the proxy materials.
- Supplemental Disclosures: To minimize litigation risk and delay, AES voluntarily supplemented the proxy statement with:
- Details on Skadden's representation of BlackRock, QIA, and EQT entities (fees billed were less than 1.0% of Skadden's total revenues).
- Clarification on Wells Fargo's engagement as a financial advisor.
- Updated comparable company lists and transaction multiples for J.P. Morgan and Wells Fargo analyses.
- Management Stance: AES denies all allegations in the complaints and demand letters, asserting the original disclosures were compliant, but chose to supplement to avoid disruption to the merger.
Guidance, Outlook, and Risks
Outlook: The company projects steady growth in Adjusted EBITDA through 2030, driven primarily by AES Clean Energy, US Utilities, and AES Andes segments. The merger consideration of $15.00 falls within the valuation ranges provided by both financial advisors.
Risks and Contingencies:
- Transaction Completion: Risks include failure to obtain stockholder or regulatory approvals, litigation delays, and potential termination fees.
- Operational Disruption: Potential harm to business operations and retention of key personnel during the transaction pendency.
- Financial Uncertainty: Forward-looking statements are subject to risks regarding capital availability, rating agency actions, and the accuracy of the forecasts used in valuation models.
- Argentina Settlement: Valuation models include an implied equity value for an arbitration award against the Argentine Republic, discounted at 11.25%.
Investor Verification Checklist
- Verify the outcome of the special stockholder meeting scheduled for June 26, 2026.
- Monitor the status of the Miller and Wright lawsuits and the fifteen demand letters to assess potential delays or injunctions.
- Review the full Definitive Proxy Statement (filed May 15, 2026) for complete details on the Merger Agreement terms and the "Argentina Settlement" valuation.
- Confirm the final net debt position as of December 31, 2025, which is a critical input for the equity value calculations.
- Assess the impact of the "Corporate Costs and Portfolio Adjustments" line item, which shows a negative impact ranging from $(273) million to $(335) million in the forecast period.