UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________________________________________________________________________

FORM 8-K

________________________________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 2 16, 2024

_____________________________________________________________________________________________________

THE AES CORPORATION

(Exact name of registrant as specified in its charter)

_________________________________________________________________________________________________________________

Delaware

001-12291

54-1163725

(State or other jurisdiction
of Incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

Delaware

001-12291

54-1163725

4300 Wilson Boulevard Arlington, VA

22203

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(Address of principal executive offices)

(Zip Code)

4300 Wilson Boulevard

Arlington, Virginia 22203

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:

(703) 522-1315

NOT APPLICABLE

(Former name or former address, if changed since last report)

_________________________________________________________________________________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	AES	New York Stock Exchange

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

AES

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~_________________________________________________________________________________________________________________~~Item 1.01 Entry into a Material Definitive Agreement

~~Item~~On May 221, 2024, The AES Corporation (the “Company” or “AES”) completed its previously announced offering of $950,000,000 aggregate principal amount of its 7.02600% ~~Results~~Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2055 (the “Notes”). The offering of ~~Operations~~the Notes was made pursuant to AES’ automatic shelf registration statement (the “Registration Statement”) on Form S-3 (Registration No. 333-263244), filed with the Securities and ~~Financial~~Exchange ~~Condition~~Commission (the “SEC”) on March 2, 2022. AES has filed with the SEC a prospectus supplement, dated May 16, 2024 together with the accompanying prospectus, dated March 2, 2022 relating to the offer and sale of the Notes.

~~On May 2, 2024,~~ The ~~AES~~public ~~Corporation~~offering ~~(“AES”~~price orof the ~~“Company”)~~Notes ~~issued~~was ~~a press release announcing its financial results for the quarter and year ended March 31, 2024~~100.000% ~~A copy~~ of the ~~press~~principal ~~release~~amount. isAES ~~being~~intends ~~furnished~~to asallocate ~~Exhibit 99.1~~an ~~attached~~amount ~~hereto~~equal ~~and~~to isthe ~~incorporated~~net byproceeds ~~reference~~from ~~herein. Such~~this ~~information~~offering ~~is furnished pursuant~~ to ~~Item 2.02~~one ~~and~~or ~~shall~~more ~~not~~eligible begreen ~~deemed “filed” for any purpose~~projects, ~~including~~which ~~for~~may ~~the~~include ~~purposes of Section 18 of~~ the ~~Securities~~development ~~Exchange~~or ~~Act~~redevelopment of ~~1934,~~such asprojects. ~~amended~~Pending ~~(the~~such ~~“Exchange Act”)~~allocation, orAES ~~otherwise~~intends ~~subject~~ to ~~the~~use ~~liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under~~ the ~~Securities~~net ~~Act~~proceeds offrom ~~1933, as amended (~~the ~~“Securities~~offering ~~Act”),~~for ~~or the Exchange Act regardless of any~~ general ~~incorporation~~corporate ~~language in such filing~~purposes.

~~Item~~In connection with the issuance of the Notes, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”), dated May 716, 2024, among AES and Citigroup Global Markets Inc.01, ~~Regulation~~Goldman FDSachs & ~~Disclosure~~Co. LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters listed in Schedule A to the Underwriting Agreement. The foregoing description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated by reference herein.

OnThe Notes were issued on May 221, 2024, ~~AES~~pursuant ~~issued~~to a ~~press~~Subordinated ~~release~~Indenture, ~~announcing~~dated ~~its~~as ~~financial~~of ~~results for the quarter ended March 31~~May 21, 2024~~, its~~ ~~most recent guidance and provided additional forward-looking information. A copy of~~ (the ~~press~~“Base ~~release~~Indenture”), ~~is being furnished~~ as ~~Exhibit 99.1~~amended ~~attached hereto~~ and issupplemented ~~incorporated~~ by ~~reference~~a ~~herein. Such~~first ~~information~~supplemental ~~is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose~~indenture, ~~including~~dated ~~for~~as ~~the purposes~~ of ~~Section~~May ~~18 of the Exchange Act~~21, or2024 ~~otherwise subject to~~ (the ~~liabilities~~“First ofSupplemental ~~that~~Indenture” ~~Section.~~together ~~The~~with ~~information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under~~ the ~~Securities~~Base ~~Act~~Indenture, or the ~~Exchange~~“Indenture”), ~~Act~~between ~~regardless~~AES ofand ~~any~~Deutsche ~~general~~Bank ~~incorporation~~Trust ~~language~~Company inAmericas, ~~such~~as ~~filing~~Trustee.

Interest on the Notes accrues from May 21, 2024 and is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2025, and at maturity on January 15, 2055. The Notes bear interest (i) from and including May 21, 2024 to, but excluding January 15, 2030 at the rate of 7.600% per annum and (ii) from and including January 15, 2030, during each Reset Period at a rate per annum equal to the Five-year U.S. Treasury Rate as of the most recent Reset Interest Determination Date plus a spread of 3.201%, to be reset on each Reset Date. So long as no event of default with respect to the Notes has occurred and is continuing, the Company may, at its option, defer interest payments on the Notes, from time to time, for one or more deferral periods of up to 20 consecutive semi-annual interest payment periods each, except that no such optional deferral period may extend beyond the final maturity date of the Notes or end on a day other than the day immediately preceding an interest payment date.

The Company may redeem some or all of the Notes, at its option, in whole or in part (i) on any day in the period commencing on the date falling 90 days prior to January 15, 2030 and ending on and including January 15, 2030 and (ii) after January 15, 2030, on any interest payment date, at a redemption price in cash equal to 100% of the principal amount of the Notes being redeemed, plus, subject to the terms and conditions of the Notes, accrued and unpaid interest on the Notes to be redeemed to, but excluding, the redemption date. At the Company’s option, the Company may also redeem all of the Notes upon the occurrence of certain specified events at the redemption prices provided therein, plus accrued and unpaid interest on the Notes to, but excluding, the redemption date.

The Base Indenture and First Supplemental Indenture have been incorporated by reference as Exhibit 4.1 and 4.2, respectively, to the Registration Statement. The Underwriting Agreement and the form of the Notes are attached to this Current Report on Form 8-K as Exhibit 1.1 and Exhibit 4.2 respectively, and are incorporated by reference into the Registration Statement. An opinion regarding the legality of the Notes is incorporated by reference into the Registration Statement and is attached to this Current Report on Form 8-K as Exhibit 5.1.

The above description of the Underwriting Agreement, the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, the Indenture and the form of Notes.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant

The information set forth under Item 1.01 above is hereby incorporated into this Item 2.03 by reference.

Safe Harbor Disclosure

This ~~news~~Current ~~release~~Report on Form 8-K contains forward-looking statements within the meaning of the Securities Act of 1933 and of the Securities Exchange Act. ~~Such~~of ~~forward-looking statements include, but are not limited to, those related to future earnings, growth, and financial and operating performance~~1934. Forward-looking statements are not intended to be a guarantee of future results, but instead constitute ~~AES~~the Company’s current expectations based on reasonable assumptions. ~~Forecasted~~Such ~~financial~~forward-looking ~~information~~statements ~~is based on certain material assumptions. These assumptions~~ include, but are not limited to, our ~~expectations~~financing ~~regarding~~plans, ~~accurate~~including ~~projections~~the offering of ~~future~~the ~~interest~~Notes ~~rates, commodity price~~ and ~~foreign~~the ~~currency~~details ~~pricing~~thereof, ~~continued~~the ~~normal~~proposed ~~levels~~use of ~~operating~~proceeds ~~performance~~therefrom, ~~and~~the ~~electricity~~ultimate ~~volume~~allocation atof ~~our~~amounts ~~distribution~~relating ~~companies~~to ~~and~~the ~~operational~~offering ~~performance~~of atthe ~~our~~Notes ~~generation~~to ~~businesses~~eligible ~~consistent~~green ~~with~~projects ~~historical~~and ~~levels,~~other asexpected ~~well~~effects asof the ~~execution~~offering of ~~PPAs,~~the ~~conversion~~Notes. ofForward-looking ~~our~~statements ~~backlog~~are ~~and~~not ~~growth~~intended ~~investments~~to atbe ~~normalized~~a ~~investment~~guarantee ~~levels~~of future results, ~~and~~but ~~rates~~instead ofconstitute ~~return~~AES’ ~~consistent~~current ~~with~~expectations ~~prior~~based ~~experience~~on reasonable assumptions.

Actual results could differ materially from those projected in ~~our~~AES’ forward-looking statements due to risks, uncertainties and other factors. Important factors that could affect actual results are discussed in ~~AES’~~the ~~filings~~prospectus ~~with~~supplement related to the ~~Securities~~offering and ~~Exchange~~AES’ ~~Commission~~filings (with the “SEC”), including, but not limited to, the risks discussed under Item 1A: “Risk Factors” and Item 7: “Management’s Discussion & Analysis” in AES’ 2023 Annual Report on Form 10-K and in subsequent reports filed with the SEC. ~~Readers~~Potential investors are encouraged to read AES’ filings to learn more about the risk factors associated with AES’ business. AES undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except where required by law.

~~Any~~Item Stockholder who desires a copy of the Company’s 2023 Annual Report on Form 10-K filed February 26, 2024, or subsequent filings with the SEC, may obtain a copy (excluding the exhibits thereto) without charge by addressing a request to the Office of the Corporate Secretary, The AES Corporation, 4300 Wilson Boulevard, Arlington, Virginia 222039.01 ~~Exhibits~~Financial ~~also~~Statements ~~may~~and ~~be requested, but a charge equal to the reproduction cost thereof will be made~~Exhibits. ~~A copy of the Annual Report on Form 10-K may also be obtained by visiting the Company’s website at www.aes.com.~~

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description


Exhibit No.		Description

1.1		Underwriting Agreement, dated May 16, 2024, among The AES Corporation, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters.

4.1		Base Indenture, dated May 21, 2024, between The AES Corporation and Deutsche Bank Trust Company Americas, as Trustee.

4.2		First Supplemental Indenture, dated May 21, 2024, between The AES Corporation and Deutsche Bank Trust Company Americas, as Trustee.

4.3		Form of 7.600% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2055 (included in Exhibit 4.2).

5.1		Opinion of Davis Polk & Wardwell LLP.

23.1		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~99.1 Press~~SIGNATURE ~~Release issued by The AES Corporation, dated May 2, 2024~~

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned hereunto duly authorized.

			THE AES CORPORATION
Date:	May 2, 2024	By:	/s/ Stephen Coughlin
		Name:	Stephen Coughlin
		Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.			Description
99.1			Press Release issued by The AES Corporation, dated May 2, 2024
101			Inline XBRL Document Set for the Cover Page from this Current Report on Form 8-K, formatted as Inline XBRL
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

THE AES CORPORATION

Date: May 21, 2024

/s/ Stephen Coughlin

Stephen Coughlin

Executive Vice President and Chief Financial Officer

Filing Compare · AES CORP