The AES Corporation filed a Form 8-K on October 28, 2026, reporting that the European Commission closed its preliminary review of the planned merger between AES and Horizon Parent, L.P. under the EU Foreign Subsidies Regulation.

Key Highlights

  • EU approval received: The European Commission closed its preliminary review on October 28, 2026, under Article 10(4) of Regulation (EU) 2022/2560, satisfying one condition to closing the Merger.
  • Merger Agreement date: According to the filing, AES entered into the Agreement and Plan of Merger on March 1, 2026, with Horizon Parent, L.P. and its wholly owned subsidiary Horizon Merger Sub, Inc.
  • Merger structure: The filing states that Merger Sub will merge with and into AES, with AES continuing as the surviving corporation.
  • Post-closing ownership: Upon closing, the filing discloses AES will be jointly owned by investment vehicles affiliated with Global Infrastructure Management, LLC and the EQT Infrastructure VI fund, as well as other investors.
  • Additional conditions remain: The filing states the Merger "remains subject to certain additional regulatory approvals and other customary closing conditions."
  • Proxy Statement issued: According to the filing, a Proxy Statement was provided to AES stockholders on or about May 15, 2026, in connection with the Transaction.

European Commission Clears AES-Horizon Merger Under Foreign Subsidies Rules

The AES Corporation (NYSE:AES) disclosed in an October 28, 2026, Form 8-K that the European Commission completed its preliminary review of AES's pending merger with Horizon Parent, L.P. The review was conducted pursuant to Article 10(4) of Regulation (EU) 2022/2560, commonly referred to as the EU Foreign Subsidies Regulation. The filing describes this clearance as the "EU Foreign Subsidies Regulation Approval," which the Merger Agreement identifies as a condition to closing.

The Merger Agreement, entered into on March 1, 2026, calls for Horizon Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Horizon Parent, L.P., to merge with and into AES, leaving AES as the surviving corporation. Once the transaction closes, the filing states AES will be jointly owned by investment vehicles affiliated with one or more funds, accounts, or other entities owned, managed, or advised by Global Infrastructure Management, LLC and the EQT Infrastructure VI fund, along with other investors.

The filing notes that the EU clearance alone does not complete the transaction. Additional regulatory approvals and other customary closing conditions must still be satisfied before the Merger can close. The filing also includes cautionary language noting that the forward-looking statements it contains "are not guarantees of future results and are subject to risks, uncertainties and assumptions," and that AES "does not undertake to and specifically disclaims any obligation to update or revise any forward-looking statements." The filing was signed by Paul L. Freedman, Executive Vice President, General Counsel and Corporate Secretary of The AES Corporation.

What Was Disclosed

AES filed an 8-K reporting that the European Commission closed its preliminary merger review on October 28, 2026, satisfying one closing condition. The Merger with Horizon Parent, L.P. remains subject to additional regulatory approvals and other customary closing conditions.