Six Months and Counting: What AES's Regulatory Gauntlet Teaches Sellers About Deal Certainty

The AES Corporation agreed in March 2026 to be acquired by a consortium led by Global Infrastructure Partners, BlackRock's infrastructure investment arm, alongside EQT Infrastructure, CalPERS, and the Qatar Investment Authority. The deal values AES at $33.4 billion in enterprise value, with shareholders set to receive $15 in cash per share. Six months later, the transaction has cleared two of its biggest hurdles and still has not closed. For any owner weighing a sale, that gap between "the deal is done" and "the deal has closed" is worth understanding before it becomes their own timeline.

What Happened

The consortium cleared the Committee on Foreign Investment in the United States on August 28, 2026, the federal review that screens transactions for national security risk when a foreign-backed buyer is involved. Three weeks later, on September 17, the Public Utilities Commission of Ohio voted unanimously, five commissioners to zero, to approve the sale of AES Ohio, the company's regulated utility subsidiary in that state. Chair Jennifer French and her fellow commissioners found the transaction would "promote public convenience and result in the provision of adequate service for a reasonable rate," the standard Ohio law requires for a change of control at a regulated utility.

Both approvals came with conditions attached, not a simple yes. AES Ohio cannot recover the acquisition premium from ratepayers, and the costs of executing the transaction cannot be passed through to customer bills either. The buying consortium agreed to fund the deal with equity rather than new debt layered onto the utility's balance sheet, and AES signed onto a ratepayer protection commitment tied to the costs utilities are absorbing from data center demand growth. None of that was optional. It was the price of getting to yes.

Even with CFIUS and Ohio behind it, the deal is not finished. Federal Energy Regulatory Commission approval remains outstanding and is described as the last major clearance standing between signing and closing, which is now expected in late 2026 or early 2027, nine to twelve months after the parties first agreed to terms.

Why This Matters Beyond Utility Scale

Most KAS Advisors clients are not selling a regulated utility, and few will ever face a CFIUS filing. But the structural lesson generalizes further than the deal size suggests. Any transaction that requires approval from more than one regulator, whether that is a state licensing board, an industry-specific agency, a foreign investment screen, or standard antitrust clearance under the Hart-Scott-Rodino Act, is exposed to the same dynamic AES is living through: each approval is a separate clock, a separate set of conditions, and a separate point of failure, and they do not all run in parallel on the timeline a buyer's letter of intent implies.

A healthcare services company selling to a strategic buyer may need state health department sign-off in addition to HSR clearance. A broker-dealer or investment adviser sale runs through FINRA or state securities regulators. A defense contractor or a company handling sensitive data may trigger CFIUS review even in a transaction that looks nothing like a $33 billion utility deal, particularly if the buyer has foreign ownership at any level of its capital structure. Each of these adds weeks or months, and each can impose deal terms the letter of intent never mentioned.

Structuring Around Regulatory Risk

Sellers who anticipate a multi-approval closing have leverage to negotiate structure before signing, not after. A few practices are worth raising with counsel and advisors early in a process.

What to Watch Next

The AES transaction will be a useful marker for how long a genuinely multi-jurisdictional approval process takes in the current environment. Federal Energy Regulatory Commission review is the last major item, and its outcome and timing will tell dealmakers something about how aggressively infrastructure and utility transactions are being scrutinized heading into 2027. Buyers and sellers in other regulated sectors, healthcare, financial services, telecommunications, and energy adjacent industries, should watch the same signal. A slower FERC process here would suggest longer closing windows across regulated M&A generally, not just at utility scale. A faster one would suggest regulators are working through backlogs more efficiently than deal teams have been pricing in.

For business owners currently in a process or contemplating one, the practical takeaway is not that regulatory approval is a reason to avoid a sale. It is that the letter of intent's headline number and the actual terms a seller ends up living with can diverge substantially once every required approval is accounted for, and that gap is negotiable if it is addressed early rather than discovered late.