Under the Agreement and Plan of Merger dated March 1, 2026, each share of AES common stock will be converted into the right to receive $15.00 in cash, without interest. The aggregate equity value of the transaction is approximately $10.7 billion, and the enterprise value is approximately $33.4 billion, including the assumption of existing debt (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 that date). The merger consideration represents a 40.3% premium to the 30-day volume weighted average share price prior to July 8, 2025, the last full trading day before the first media report of a potential acquisition. The Consortium is funding 100% of the purchase price with equity (no incremental acquisition leverage on the company), and the transaction is not conditioned on Parent's receipt of financing.

According to the DEFM14A background-of-the-merger narrative, the company ran a multi-year, competitive process beginning in 2024 that at various points included GIP, a publicly traded international energy holding company referred to as "Party B," a sovereign wealth fund referred to as "Party A," a publicly traded renewable power and utility owner referred to as "Party C," a pension fund referred to as "Party D," and EQT, among other parties that expressed interest but did not submit bids ("Party E," "Party F," and a large infrastructure investor "Party G"). GIP submitted the only Round 1 non-binding indication of interest on June 12, 2025, at $15.00 per share (a 30.66% premium to the prior close of $11.48). After GIP's co-investor Party D withdrew, GIP partnered with EQT, and the consortium (with CalPERS and QIA eventually joining as co-investors) submitted a written proposal on January 20, 2026 at $14.75 per share, following an earlier verbal offer of $14.25 per share on November 24, 2025. After AES pushed for a higher price, the consortium raised its offer to a final $15.00 per share on February 5, 2026, which was negotiated to signing by March 1, 2026.

AES' board cited the 40.3% premium to the unaffected price, certainty of cash value, and the company's structural need for capital beyond 2027 as key reasons for the transaction. Board chairman Jay Morse said the board "ran a robust process that included several parties" and concluded that, absent the deal, AES would likely need "a plan that includes reduction or elimination of the dividend and/or substantial new equity issuances." CEO Andres Gluski said the transaction "maximizes value for existing stockholders and positions the Company for long-term success." GIP chairman and CEO Bayo Ogunlesi and EQT Infrastructure head Masoud Homayoun both emphasized AES' role in meeting growing U.S. power demand; QIA CEO Mohammed Saif Al-Sowaidi and CalPERS managing investment director Sarah Corr described the investment as supporting long-term energy transition and infrastructure portfolio goals, respectively. J.P. Morgan Securities LLC and Wells Fargo Securities LLC each delivered a fairness opinion to the AES board, dated March 1, 2026, that the merger consideration was fair, from a financial point of view, to AES stockholders.

J.P. Morgan Securities LLC acted as lead financial advisor to AES and Wells Fargo Securities LLC as additional financial advisor. Goldman Sachs & Co. LLC advised GIP, CalPERS and QIA, and Citi advised EQT. On the legal side, Skadden, Arps, Slate, Meagher & Flom LLP acted as lead transaction counsel to AES, with Davis Polk & Wardwell advising AES on certain debt matters. Kirkland & Ellis LLP acted as counsel to the Consortium and to GIP (confirmed in both the press release and the DEFM14A's description of merger-agreement negotiations), and Simpson Thacher & Bartlett LLP acted as legal advisor to EQT (also named as EQT's notice counsel in the merger agreement).

AES Indiana and AES Ohio will continue as locally operated, locally regulated utilities after closing, and the Consortium said the deal is not expected to affect customer rates. The merger agreement provides for termination fees: Parent would owe AES $100 million or approximately $588 million depending on the circumstances of termination, while AES would owe Parent approximately $321 million under specified circumstances. The agreement can be terminated if the merger has not closed by June 1, 2027, subject to two possible three-month extensions if only regulatory conditions remain outstanding.

AES stockholders approved the merger at a June 26, 2026 special meeting, with 479,072,642 shares (representing the substantial majority of the 489,710,776 shares voted) voting in favor, 10,131,991 against, and 506,143 abstaining; a nonbinding advisory vote on merger-related executive compensation also passed. The Hart-Scott-Rodino antitrust waiting period expired on June 22, 2026. The transaction remains subject to additional regulatory approvals, including from the Public Utility Commission of Ohio, the New York Public Service Commission, the Federal Energy Regulatory Commission, the Committee on Foreign Investment in the United States, and applicable foreign regulators, and is expected to close in late 2026 or early 2027. No closing has yet been confirmed in any filing reviewed.