This excerpt taken from the AES 10-K filed Feb 26, 2010.
STOCK PURCHASE AGREEMENT
On November 6, 2009, the Company entered into a stock purchase agreement (the Stock Purchase Agreement) with Terrific Investment Corporation (Investor), a wholly-owned subsidiary of China Investment Corporation (CIC), pursuant to which the Company agreed to issue and sell to Investor 125,468,788 shares of the Companys common stock for $12.60 per share, for an aggregate purchase price of $1.58 billion. Following the issuance of the shares of common stock, Investors ownership in the Companys common stock will be approximately 15% percent of the Companys total outstanding shares of common stock on a fully diluted basis.
The closing of the sale of the shares of common stock of the Company to Investor is subject to certain closing conditions including, the receipt of various regulatory approvals and no occurrence of a material adverse change prior to closing with respect to the Company. The transaction is expected to close in the first half of 2010.
THE AES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
DECEMBER 31, 2009, 2008, AND 2007
At the closing of the transaction, the Company and Investor would enter into a stockholder agreement (the Stockholder Agreement). Under the Stockholder Agreement, as long as Investor holds more than 5% of the outstanding shares of common stock of the Company, Investor will have the right to nominate one representative for election to the Board of Directors of the Company. In addition, until such time as Investor holds 5% or less of the outstanding shares of common stock, Investor has agreed to vote its shares in accordance with the recommendation of the Company on any matters submitted to a vote of the stockholders of the Company relating to the election of directors and compensation matters. Otherwise, Investor may vote such shares in its discretion. Further, under the Stockholder Agreement, Investor will be subject to a customary standstill restriction which generally prohibits Investor from purchasing additional securities of the Company beyond the 15% fully diluted ownership level acquired by it under the Stock Purchase Agreement. In addition, Investor has agreed to a lock-up restriction such that Investor would not sell its shares for a period of 12 months following the closing, subject to certain exceptions. The standstill and lock-up restrictions also terminate at such time as Investor holds 5% or less of the outstanding shares of common stock. Investor will have certain registration rights and preemptive rights under the Stockholder Agreement with respect to its shares of common stock of the Company.