AES (NYSE: AES) investors back $10.7B sale to GIP–EQT consortium
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
The AES Corporation reported that stockholders approved its merger with Horizon Parent, L.P. and Horizon Merger Sub, Inc. at a special meeting. Shareholders representing 489,710,776 shares, or 68.66% of outstanding common stock as of May 5, 2026, were present, constituting a quorum.
The merger agreement and related transactions were approved with 479,072,642 votes for, 10,131,991 against and 506,143 abstaining. Stockholders also approved, on an advisory basis, merger-related compensation for named executive officers. A proposal to adjourn the meeting was not needed because the merger proposal had sufficient support.
In a related press release, AES highlighted that a consortium led by Global Infrastructure Partners and EQT will acquire all outstanding AES common shares for $15.00 per share in cash, implying an equity value of about $10.7 billion and enterprise value of about $33.4 billion. The Hart-Scott-Rodino waiting period expired on June 22, 2026, and closing is expected in late 2026 or early 2027, subject to remaining regulatory approvals and customary conditions.
Positive
- Strong stockholder approval of premium cash sale: AES investors backed a $15.00-per-share all-cash acquisition, implying about $10.7 billion equity value and $33.4 billion enterprise value, with roughly 97.92% of votes cast and 67.17% of outstanding shares supporting the transaction.
Negative
- None.
Insights
AES holders strongly back a $15-per-share cash buyout.
The AES Corporation stockholders approved the merger with a consortium led by GIP and EQT. The deal values AES at an equity value of about $10.7 billion and enterprise value near $33.4 billion, with cash consideration of $15.00 per share.
Support was overwhelming: roughly 97.92% of votes cast, representing about 67.17% of all outstanding shares, favored the transaction. The Hart-Scott-Rodino waiting period expired on June 22, 2026, removing a key U.S. antitrust timing hurdle.
The companies indicate closing is expected in late 2026 or early 2027, still dependent on multiple federal, state and foreign regulatory approvals and other customary conditions. Until completion, AES continues to operate independently while preparing for integration with the consortium’s infrastructure platform.
8-K Event Classification
4 items: 5.07, 7.01, 8.01, 9.01
4 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Merger cash consideration: $15.00 per share
Equity value of transaction: $10.7 billion
Enterprise value of transaction: $33.4 billion
+5 more
8 metrics
Merger cash consideration
$15.00 per share
Cash price for each outstanding AES common share under merger agreement
Equity value of transaction
$10.7 billion
Approximate total equity value implied by the acquisition
Enterprise value of transaction
$33.4 billion
Approximate enterprise value including assumption of existing debt
Shares represented at meeting
489,710,776 shares
68.66% of issued and outstanding common stock as of May 5, 2026
Votes for merger proposal
479,072,642 votes
Stockholder votes in favor of approving and adopting the merger agreement
Votes for compensation proposal
468,049,756 votes
Stockholder votes in favor of merger-related executive compensation on advisory basis
Pro-vote percentage of outstanding
67.17%
Approximate share of all outstanding AES shares voting in favor of the transaction
HSR waiting period expiration
June 22, 2026
Hart-Scott-Rodino Act waiting period expired at 11:59 p.m. Eastern Time
Key Terms
Agreement and Plan of Merger, Hart-Scott-Rodino Antitrust Improvements Act of 1976, enterprise value, forward-looking statements, +2 more
6 terms
Agreement and Plan of Merger regulatory
"three proposals related to the Agreement and Plan of Merger, dated as of March 1, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
"the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976"
enterprise value financial
"representing a total equity value of approximately $10.7 billion and an enterprise value of approximately $33.4 billion"
Enterprise value is the total worth of a company, reflecting what it would cost to buy the entire business. It includes the company's market value plus any debts, minus its cash holdings, offering a comprehensive picture of its true value. Investors use it to compare companies regardless of their capital structures, helping them assess how much they would need to pay to acquire the business.
forward-looking statements regulatory
"includes certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, the federal securities laws"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
termination fee financial
"could give rise to the termination of the Transaction, including in circumstances requiring AES to pay a termination fee or other expenses"
A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.
nonbinding, advisory basis regulatory
"approved, on a nonbinding, advisory basis, the compensation that will or may become payable"
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): June 26, 2026
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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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).
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Emerging growth company
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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 5.07. |
Submission of Matters to a Vote of Security Holders.
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The AES Corporation (the “Company” or “AES”) held a special meeting of stockholders on June 26, 2026 (the “Special Meeting”). At the Special Meeting, the Company’s stockholders were asked to vote on three
proposals related to the Agreement and Plan of Merger, dated as of March 1, 2026 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Horizon Parent,
L.P., a Delaware limited partnership (“Parent”), and Horizon Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger
Sub”), each of which is described in further detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”)
and first mailed to stockholders on or about May 15, 2026 (the “Definitive Proxy Statement”). The Merger Agreement provides that, among other things, on the terms and subject to the
conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”).
At the Special Meeting, an aggregate of 489,710,776 shares, or 68.66% of the Company’s issued and outstanding common stock, par value
$0.01 per share (the “Common Stock”), as of May 5, 2026, the record date for the Special Meeting, was represented in person (by Internet) or by proxy, constituting a quorum. The final
results of voting at the Special Meeting on the matters submitted to a vote of the Company’s stockholders thereat, which results were made available to the Company on June 26, 2026, are as set forth below.
Proposal 1 – Merger Proposal
The Company’s stockholders approved and adopted the Merger Agreement and approved the transactions
contemplated thereby, including the Merger, by the following vote:
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For
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Against
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Abstain
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479,072,642
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10,131,991
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506,143
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Proposal 2 – Merger-Related Compensation Proposal
The Company’s stockholders approved, on a nonbinding, advisory basis, the compensation that will or may become payable by the Company to its named executive
officers in connection with the Merger, by the following vote:
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For
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Against
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Abstain
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468,049,756
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18,201,141
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3,459,879
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Proposal 3 – Special Meeting Adjournment Proposal
In connection with the Special Meeting, the Company also solicited proxies with respect to a proposal to approve any motion to adjourn the Special Meeting,
if such proposal was called at the Special Meeting, including to solicit additional proxies in favor of the Merger Proposal if there were insufficient votes at the time of the Special Meeting to approve the Merger Proposal or in the absence of a
quorum (the “Special Meeting Adjournment Proposal”). As a quorum was present and there were sufficient votes to approve the Merger Proposal, the Special Meeting Adjournment Proposal was
unnecessary and the vote on the Special Meeting Adjournment Proposal was not determined.
Additional information in respect of the Special Meeting, the proposals described above, and the Merger is set forth in the Definitive
Proxy Statement.
| Item 7.01. |
Regulation FD Disclosure.
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On June 26, 2026, the Company issued a press release announcing the results of the stockholder vote at the Special Meeting. A copy of the press release has been furnished as Exhibit 99.1 hereto. References
and links to websites and other information contained in the press release are not provided as active hyperlinks, and the information contained in or accessed through these hyperlinks shall not be incorporated into, or form a part of, this
Current Report on Form 8-K.
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The information furnished in Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
| Item 8.01. |
Other Events.
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The Merger is conditioned on, among
other things, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), relating to the
consummation of the Merger. At 11:59 p.m. Eastern Time on June 22, 2026, the waiting period under the HSR Act expired with respect to the Merger. Pursuant to the terms of the
Merger Agreement, the completion of the Merger remains subject to various additional conditions, including the receipt of all required regulatory approvals.
| Item 9.01. |
Financial Statements and Exhibits.
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Exhibits.
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The following exhibits to this Current Report have been provided herewith as noted below:
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Exhibit No.
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Description
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99.1
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Press Release, dated June 26, 2026
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K includes certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by,
the federal securities laws, including statements related to the proposed transaction between AES and Horizon Parent, L.P. (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’ 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, 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 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’ business, 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’ 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’ business, including those set forth in Part I, Item 1A of AES’ most recent Annual Report on Form 10-K and Part II, Item 1A of AES’ subsequent Quarterly Reports on Form 10-Q, as such risk factors may be amended, supplemented or
superseded from time to time by other reports filed by AES with the SEC. These risks, as well as other risks associated with the Transaction, are more fully discussed in the Proxy Statement provided to AES’ stockholders on or about May 15, 2026 in
connection with the Transaction. While the list of factors presented here, and the list of factors presented in the Proxy Statement, is 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 does not undertake to and specifically
disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
3
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.
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THE AES CORPORATION
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Dated: June 26, 2026
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By:
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/s/ Paul L. Freedman
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Name: Paul L. Freedman
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Title: Executive Vice President, General Counsel and Corporate Secretary
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Exhibit 99.1
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Press Release
Investor Contact: Max Trask 571-217-3249, max.trask@aes.com
Media Contact: Amy Ackerman 703-682-6399, amy.ackerman@aes.com
AES Stockholders Approve Acquisition by Global Infrastructure Partners and EQT-Led Consortium
ARLINGTON, Va., June 26, 2026 – The AES Corporation (the “Company” or “AES”) (NYSE: AES) today announced that its stockholders voted to approve the Company’s previously announced acquisition by Global Infrastructure Partners (“GIP”), a part of BlackRock, and
the EQT Infrastructure VI fund (“EQT”), along with co-underwriters California Public Employees’ Retirement System (“CalPERS”) and Qatar Investment Authority (“QIA”) (collectively “the Consortium”), at the Company’s Meeting of Stockholders held
earlier today.
As previously announced, under the terms of the merger agreement the Consortium will acquire all outstanding common shares of AES for $15.00 per share in cash, representing
a total equity value of approximately $10.7 billion and an enterprise value of approximately $33.4 billion, including the assumption of existing debt1.
“We are grateful for the strong support from our stockholders,” said Holly Koeppel, Lead Independent Director of AES’ Board of Directors. “Today’s vote reinforces our
conviction that this transaction meaningfully enhances value while positioning AES for its next phase of growth. With the deep sector expertise of the Consortium, AES will have greater flexibility to invest in the critical energy solutions our
customers and communities depend on. We look forward to working with the Consortium to complete the transaction, advance our shared mission, and create long-term value for all stakeholders.”
“Our team has built a differentiated platform spanning regulated utilities, clean energy solutions and critical energy infrastructure, creating a strong foundation for
sustained growth,” said Andrés Gluski, Chairman and Chief Executive Officer of AES. “With today’s approval by stockholders, we are focused on executing the remaining steps towards completing the transaction and partnering with the Consortium to
expand our capacity to deliver reliable, affordable and sustainable energy.”
Based on the preliminary vote count from today’s special meeting of stockholders, approximately 97.92% of AES stockholders votes were cast in favor of the proposed
transaction, representing approximately 67.17% of all outstanding shares. The final voting results will be reported in a Form 8-K filed with the U.S. Securities and Exchange Commission.
| 1 |
Enterprise value based on proportional net debt of $22,724 million and a share count of 712 million, as of December 31, 2025. Consolidated net debt was $27,561 million as of December 31, 2025.
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The transaction is expected to close in late 2026 or early 2027, and remains subject to the receipt of applicable federal, state and foreign regulatory approvals and the
satisfaction of other customary closing conditions.
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 $206 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 269 billion in total assets under management (EUR 142 billion in fee-generating assets under management) as
of 31 March 2026, 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.
About CalPERS
CalPERS is the largest defined benefit public pension fund in the U.S., with a net position of $597.7 billion in its Public Employees' Retirement Fund as of March 31, 2026.
The portfolio invests in stocks, bonds, real estate, infrastructure, private equity, inflation-linked assets and other public and private investment vehicles, with a goal to generate total returns on a long-term basis while managing risk.
Headquartered in Sacramento, California, CalPERS serves nearly 2.4 million members, providing retirement benefits to state, school, and public employees, along with health benefit services to 1.5 million members.
About QIA
QIA is the sovereign wealth fund of the State of Qatar. QIA was founded in 2005 to invest and manage the state reserve funds. QIA is among the largest and most active
sovereign wealth funds globally. QIA invests across a wide range of asset classes and regions as well as in partnership with leading institutions around the world to build a global and diversified investment portfolio with a long-term perspective
that can deliver sustainable returns and contribute to the prosperity of the State of Qatar.
Safe Harbor Disclosure
This news release contains forward-looking statements within the meaning of the Securities Act of 1933 and of the Securities Exchange Act of 1934. Such forward-looking
statements include, but are not limited to, those related to future earnings, growth and financial and operating performance. Forward-looking statements are not intended to be a guarantee of future results but instead constitute AES' current
expectations based on reasonable assumptions. 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, all of which are subject to change. Forecasted financial information is based on certain material assumptions. These assumptions include, but are not limited to, our expectations regarding accurate projections of future
interest rates, commodity price and foreign currency pricing, continued normal levels of operating performance and electricity volume at our distribution companies and operational performance at our generation businesses consistent with historical
levels, as well as the execution of PPAs, conversion of our backlog and growth investments at normalized investment levels, and rates of return consistent with prior experience.
Actual results could differ materially from those projected in our forward-looking statements due to risks, uncertainties and other factors. Important factors that could
affect actual results are discussed in AES' filings with the Securities and Exchange Commission (the "SEC"), including, but not limited to, the risks discussed under Item 1A: "Risk Factors" and Item 7: "Management's Discussion & Analysis" in AES'
2025 Annual Report on Form 10-K and in subsequent reports filed with the SEC. Readers 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 Stockholder who desires a copy of the Company's 2025 Annual Report on Form 10-K filed March 2, 2026 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 22203. Exhibits also may be requested, but a charge equal to the reproduction cost thereof will be made.
A copy of the Annual Report on Form 10-K may be obtained by visiting the Company's website at www.aes.com.
Contacts
AES Investor Contact:
Max Trask 571-217-3249, max.trask@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
FAQ
What did AES (AES) stockholders approve at the special meeting?
AES stockholders approved the merger agreement with Horizon Parent, L.P. and Horizon Merger Sub, Inc. They also endorsed, on an advisory basis, merger-related compensation for named executive officers, while the adjournment proposal was not needed because the merger proposal already had sufficient support.
What are the financial terms of the AES (AES) acquisition?
Under the merger agreement, a consortium led by Global Infrastructure Partners and EQT will acquire all outstanding AES common shares for $15.00 per share in cash. This implies approximately $10.7 billion in equity value and about $33.4 billion in enterprise value, including assumed debt.
How strong was stockholder support for the AES (AES) transaction?
Support was very high: about 97.92% of votes cast favored the transaction, representing roughly 67.17% of all outstanding shares. At the special meeting, 489,710,776 shares, or 68.66% of outstanding stock as of May 5, 2026, were represented, satisfying quorum requirements.
What regulatory milestone has the AES (AES) merger already cleared?
The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired at 11:59 p.m. Eastern Time on June 22, 2026. This removes a key U.S. antitrust timing hurdle, although other required federal, state and foreign regulatory approvals are still needed before closing.
When is the AES (AES) acquisition expected to close?
The transaction is expected to close in late 2026 or early 2027. Completion remains subject to receiving applicable federal, state and foreign regulatory approvals, along with satisfaction of other customary closing conditions outlined in the merger agreement between AES and the acquiring consortium.
Who is acquiring AES (AES) and which investors are involved?
AES is being acquired by a consortium led by Global Infrastructure Partners, now part of BlackRock, and the EQT Infrastructure VI fund. Co-underwriters include California Public Employees’ Retirement System and Qatar Investment Authority, creating a large infrastructure-focused ownership group for the company.