AES Take-Private Clears EU Foreign Subsidies Review; Other Approvals Still Pending

AES cleared a European regulatory hurdle on its pending sale to infrastructure investors, as the European Commission closed its preliminary review of the deal under the EU's foreign subsidies rules, the company said Wednesday.

The Commission closed the review on Oct. 28 under Article 10(4) of the EU Foreign Subsidies Regulation, according to an 8-K filed by AES on Wednesday. That clearance was one of the conditions to closing the merger.

The deal

AES agreed on March 1, 2026, to merge with Horizon Merger Sub, Inc., a wholly owned subsidiary of Horizon Parent, L.P., with AES surviving as the continuing corporation.

Once the transaction closes, AES will be jointly owned by investment vehicles affiliated with funds, accounts or other entities owned, managed or advised by Global Infrastructure Management, LLC and the EQT Infrastructure VI fund, along with other investors.

What still has to happen

The EU decision does not complete the approval process. The merger remains subject to certain additional regulatory approvals and other customary closing conditions, AES said. The filing did not identify which remaining approvals are outstanding or give an updated closing timeline.

AES described the transaction and its risks in a proxy statement provided to stockholders on or about May 15, 2026.

Risks the company flags

In the filing, AES cautioned that the required regulatory approvals may not be obtained in a timely manner or at all, and that litigation related to the deal could cause expense or delay.

The company also noted that certain events could lead to termination of the merger agreement, including in circumstances that would require AES to pay a termination fee, and that restrictions during the pendency of the deal may limit its ability to pursue certain business opportunities.

Sources

1. AES Form 8-K reporting EU Foreign Subsidies Regulation clearance of pending merger, filed Oct. 28, 2026 (accession 0001140361-26-041045)

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