공시 • Mar 02
The Consortium lead by Global Infrastructure Management, LLC, EQT Infrastructure VI Fund managed by EQT AB (publ) (OM:EQT), California Public Employees' Retirement System and Qatar Investment Authority entered into a definitive agreement to acquire The AES Corporation (NYSE:AES) for $10.8 billion.
The Consortium lead by Global Infrastructure Management, LLC, EQT Infrastructure VI Fund managed by EQT AB (publ) (OM:EQT), California Public Employees' Retirement System and Qatar Investment Authority entered into a definitive agreement to acquire The AES Corporation (NYSE:AES) for $10.8 billion on March 1, 2026. A cash consideration of $15 per share will be paid by Global Infrastructure Management, LLC, EQT Infrastructure VI Fund, California Public Employees' Retirement System, Qatar Investment Authority and EQT AB (publ). The Consortium will pay $83 million for 5.541309 million Restricted stock units. The Consortium will pay $28 million for 3.746454 million Performance stock units. The Consortium will fund 100% of the purchase price to acquire the Company with equity. The acquiring consortium would be required to pay a termination fee of $100 million or approximately $588 million (depending on the specific circumstances of termination) to AES Corporation, and under other specified circumstances, AES Corporation would be required to pay consortium a termination fee of approximately $321 million.
The transaction is unanimously approved by the AES' Board of Directors. The transaction is subject to approval by AES stockholders, the receipt of applicable federal, state and foreign regulatory approvals, the waiting period applicable to the merger under the HSR Act shall have expired or been terminated, CFIUS Approval shall have been obtained, all applicable approvals under Antitrust Law, Foreign Investment Control and Energy Regulation Law and the satisfaction of other customary closing conditions. Transaction is expected to close in late 2026 or early 2027.
J.P. Morgan Securities LLC is acted as a lead financial advisor to AES, Wells Fargo Securities LLC is also acting as financial advisor to AES. Pankaj Sinha, Katherine Ashley, and Erik Elsea of Skadden, Arps, Slate, Meagher & Flom LLP acted as lead transaction counsel to AES. Davis Polk & Wardwell acted as legal advisor to AES with respect to certain debt matters. Goldman Sachs & Co. LLC is acting as financial advisor to GIP, CalPERS and QIA, and Citi is acting as financial advisor to EQT. The team of Kirkland & Ellis led by Melissa Kalka, Zach Savrick, Andy Calder, Nick Lewis, Jimmy Chalk, Adam Larson, Alex Robertson, Mary Kogut, Chad Davis, Tatiana Monastyrskaya, Julian Seiguer, Ieuan List, Rob Fowler, Alisa Tschorke, David Wheat, Steve Butler, Joseph Tootle, John Decker, Damien Lyster, Andrew DeVore acted as Consortium counsel and legal advisor to GIP. The team of Simpson Thacher & Bartlett led by Robert Langdon, Frederick de Albuquerque, Javad Asghari, Julie Siegel, Eli Isak, Dorothy Hector, Brian Chisling, Sara Razi, Karen Kazmerzak, Antonio Bavasso, Mick Tuesley, Mark Skerry, David Rubinsky, Caitlin Lucey, Robert Lee, Vandana Harris, Jonathan Goldstein and Brian Mendick, Hui Lin, Toby Chun, James Talbot, Krista McManus, Mark Brod, Nicholas Ridley, Karen Kelley and Eliza Murray acted as legal advisor to EQT. J.P. Morgan Securities LLC and Wells Fargo Securities LLC provided fairness opinions to AES.