IPWLP Indianapolis Power and Light (PK)

Item 3.03 Material Modification to Rights of Security Holders.

On June 4, 2020, The AES Corporation (the “Company” or “AES”) announced the results of the early settlement of its tender offers (the “Tender Offers”) to purchase for cash up to $1.433 billion aggregate purchase price of its outstanding 4.000% Senior Notes due 2021 (the “2021 Notes”), 4.875% Senior Notes due 2023 (the “4.875% 2023 Notes”) and 4.500% Senior Notes due 2023 (the “4.500% 2023 Notes” and, together with the 2021 Notes and the 4.875% 2023 Notes, the “Notes”). In conjunction with the Tender Offers, AES also commenced a solicitation of consents (the “Consent Solicitation” and, collectively with the Tender Offers, the “Offers”) to amend the indenture governing the Notes (the “Indenture”) to shorten the notice requirements for optional redemption with respect to each series of the Notes from thirty days to three business days, to eliminate substantially all of the restrictive covenants in the Indenture with respect to each series of Notes, to eliminate certain of the events (other than for the failure to pay principal, premium or interest) which may lead to an “Event of Default” in the Indenture with respect to each series of Notes and to eliminate any restrictions preventing AES from consolidating with or merging into any other person or conveying, transferring or leasing all or any of its properties and assets to any person with respect to each series of Notes (the “Proposed Amendments”).

In connection with the Tender Offers, AES received the requisite consents of holders of each series of the Notes, and entered into a Twenty-Fifth Supplemental Indenture dated June 5, 2020 between the Company and Deutsche Bank Trust Company Americas, as successor to Wells Fargo Bank, N.A. and Bank One, National Association (formerly known as The First National Bank of Chicago), as Trustee (the “Trustee”), to amend the indenture governing the Notes to give effect to the Proposed Amendments (the “Supplemental Indenture”).

AES previously announced that it completed on May 27, 2020 its offering of $900,000,000 aggregate principal amount of its 3.300% Senior Notes due 2025 and $700,000,000 aggregate principal amount of its 3.950% senior notes due 2030. AES used a portion of the net proceeds from the offering to finance the early settlement of the Offers and intends to use the remaining proceeds to retire outstanding indebtedness and for general corporate purposes.

The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture, which is filed as Exhibit 4.1 and is incorporated herein by reference.