Deal Overview

AES Corporation (NYSE: AES), one of the world’s largest clean energy companies, has agreed to be taken private by a consortium of major infrastructure investors.¹ The consortium is led by Global Infrastructure Partners (GIP), a subsidiary of BlackRock, and EQT’s Infrastructure VI fund, with CalPERS — the California Public Employees’ Retirement System — and the Qatar Investment Authority (QIA) serving as co-underwriters.

Under the terms of the merger agreement, AES shareholders will receive $15.00 per share in cash. The offer values AES’s equity at approximately $10.7 billion and implies a total enterprise value of roughly $33.4 billion, calculated using approximately $22.7 billion in proportional net debt as of December 31, 2025, and approximately 712 million shares outstanding.

The premium of 40.3% is calculated against AES’s 30-day volume-weighted average price for the period ending July 8, 2025 — the last full trading day before the first media report speculating on a potential deal. The AES board reviewed the proposal with financial advisors JP Morgan and Wells Fargo, both of which delivered fairness opinions in support of the $15.00 per share price, and voted unanimously to recommend that shareholders approve the transaction.

“After a thorough review and extensive engagement with the Consortium, the Board unanimously concluded that this transaction represents the best path forward for AES stockholders, providing certain and immediate value, while ensuring that AES’s regulated utilities and clean energy business continue to serve communities across the United States and globally.”

— Jay Morse, Independent Chair, AES Board of Directors

“This transaction validates the strength of AES’s strategy and our team’s execution. AES’s contracted clean energy business and regulated utilities have a bright future as part of this leading infrastructure consortium, which has the vision, capital and operating expertise to continue growing our platform and delivering on our commitments to our customers, employees and communities.”

— Andrés Gluski, President and Chief Executive Officer, AES Corporation

Transaction Terms

Strategic Rationale

The deal reflects a convergence of pressures and opportunities specific to AES’s position in the energy transition. As a company sitting at the intersection of regulated utilities and a fast-growing contracted clean energy business, AES has faced a structural challenge familiar to many utility-linked platforms: its capital needs significantly outpace what public market valuations have been willing to fund.

Without a take-private deal, AES would have faced difficult choices after 2027 — including a potential dividend cut or additional equity issuances — both of which would have weighed on shareholder returns. The $15.00 per share all-cash offer removes that uncertainty for existing investors and positions the company for its next phase of growth under private ownership.

For the consortium, AES represents a rare combination of scale, geographic reach, and contracted revenue visibility. At the time of announcement, AES had signed 11.8 GW of clean energy agreements with major technology companies — a pipeline that speaks directly to the AI-driven surge in data centre power demand. That contracted backlog provides the long-duration, stable cash flow profile that infrastructure funds seek, while the regulated utility subsidiaries in Indiana and Ohio add a layer of predictable, government-backed earnings.

“AES represents a unique platform with tremendous scale in clean energy and a proven track record of delivering contracted, long-duration clean power at scale, which is increasingly in demand globally. We look forward to bringing our global network, deep sector expertise and significant capital to support AES’s next phase of growth.”

— Bayo Ogunlesi, Chairman and Chief Executive Officer, Global Infrastructure Partners

“AES is a world-class clean energy company with long-standing contracted relationships with leading customers across the globe. We see exceptional opportunities to invest further in AES’s clean energy platform to meet the critical energy needs of the 21st century.”

— Masoud Homayoun, Head of EQT Infrastructure

The involvement of CalPERS and QIA as co-underwriters underscores the institutional appetite for exposure to large-scale energy transition infrastructure. Both sovereign and pension capital have grown increasingly active in direct infrastructure investing, where the ability to hold assets over long time horizons aligns well with the long-dated nature of clean energy contracts.

“This investment aligns with CalPERS’ strategy to increase infrastructure allocations and expand our direct investment capabilities. AES represents a high-quality, diversified clean energy platform with predictable, long-term cash flows that will complement our infrastructure portfolio and help meet our return objectives for our members.”

— Sarah Corr, Managing Investment Director of Infrastructure, CalPERS

“This transaction aligns with QIA’s strategy to expand its footprint in global infrastructure and the energy transition. We look forward to partnering with GIP, EQT and CalPERS to support AES’s mission of accelerating the future of energy.”

— Mohammed Saif Al-Sowaidi, Chief Executive Officer, QIA

About AES Corporation

AES Corporation is a Fortune 500 global energy company with operations spanning more than 14 countries. The company generates and distributes power through a portfolio of conventional and renewable assets, with a strategic focus on accelerating the transition to clean energy. Its business is broadly divided into a contracted clean energy generation platform and a regulated utilities business operating primarily in the United States.

AES’s regulated utilities — AES Indiana and AES Ohio — serve customers across both states and are subject to oversight by their respective state public utility commissions. Under the terms of the take-private, both utilities will continue to operate as locally managed entities, preserving existing regulatory structures and service commitments.

On the clean energy side, AES has established itself as one of the leading developers of utility-scale renewables in the United States, with a growing presence in offshore wind, solar, and battery storage. The company’s 11.8 GW backlog of signed clean energy agreements with major technology companies — secured through long-term power purchase agreements — reflects the significant and growing power demand stemming from AI infrastructure and data centre expansion.

Timeline and Conditions

Completion of the transaction is subject to approval by AES shareholders, as well as regulatory clearances from the Federal Energy Regulatory Commission (FERC), the relevant state public utility commissions in Indiana and Ohio, and the Hart-Scott-Rodino Antitrust Improvements Act review process. The parties anticipate the transaction will close in late 2026 or early 2027.

AES has the right to solicit alternative acquisition proposals during a 45-day go-shop period following the signing of the merger agreement. The merger agreement includes a termination fee payable by AES under certain circumstances, as well as a reverse termination fee payable by the consortium under defined conditions.