BAKU, Azerbaijan, October 1. Italy’s Eni has completed the reorganization of the shareholding structure of its renewable energy and retail subsidiary Plenitude, introducing a joint-control framework with Ares Management Alternative Credit funds and resulting in Plenitude’s deconsolidation from Eni’s financial statements, Eni said Oct.1.
The transaction was implemented through a non-proportional capital increase of €1.56 billion, with Ares subscribing for €1.08 billion and Eni for €480 million, Eni said.
"The transaction values Plenitude at a pre-money equity value of €10.75 billion, corresponding to an implied enterprise value of approximately €13.1 billion. Following completion, Eni holds 65.03% of Plenitude, Ares holds 26.24%, while Energy Infrastructure Partners (EIP) holds 8.73%. The new governance structure gives Eni and Ares joint control of Plenitude. The company's nine-member board will include five directors appointed by Eni, including the CEO, three appointed by Ares, including the chairman, and one appointed by EIP," said the companies.
Certain material decisions, including approval of Plenitude's budget and business plans, will require a qualified majority that includes at least one director appointed by Ares. Although Eni retains legal ownership of a majority stake, it will continue to exercise direction and coordination activities over Plenitude under Article 2497 of the Italian Civil Code, in accordance with the new shareholders' agreement.
Plenitude targets further growth
The transaction strengthens Plenitude's capital structure and provides additional resources for its expansion in renewable generation, energy retail and electric mobility.
When Eni first announced the reorganization in March 2026, it said the capital increase would support Plenitude's organic and inorganic growth, including targets of 15 GW of installed renewable capacity and 15 million retail customers by 2030. Eni also said Plenitude was pursuing an investment-grade credit rating.
Plenitude had reached almost 6 GW of installed capacity and approximately 11 million customers by the first quarter of 2026, following the acquisition of Acea Energia.
The company is active across renewable power generation, retail energy supply and electric-vehicle charging. Eni's 2025 annual report describes Plenitude as the group's business combining gas and electricity retail with renewable generation and EV charging infrastructure. In April 2026, Plenitude completed the acquisition of 100% of Acea Energia and 50% of Umbria Energy, adding around 1.2 million customers to its portfolio.
Eni's satellite strategy
The transaction is part of Eni's broader strategy of creating separately capitalized "satellite" companies around businesses that can attract external investment while continuing to grow. Ares initially entered Plenitude's shareholder base in November 2025 by acquiring a 20% stake for €2 billion, based on an equity valuation of €10 billion and an enterprise value of more than €12 billion.
EIP also increased its investment in Plenitude through transactions completed in 2024 and 2025. Eni's 2025 annual report said EIP had acquired a 10% non-controlling interest for almost €800 million across the two transactions.
Eni has described the satellite model as a way of bringing in external capital to support growth while unlocking value from businesses outside its core upstream and integrated energy activities. In its 2026 Capital Markets Update, Eni said the strategy had generated third-party capital for its transition businesses, including Plenitude and Enilive.
The completion of the Plenitude transaction therefore marks a further step in Eni's portfolio strategy, while giving Plenitude a strengthened capital base and a governance structure shared between its two largest shareholders.
