Constellation to Acquire Calpine; Creates America’s Leading Producer of Clean and Reliable Energy to Meet Growing Demand for Customers and Communities

Constellation to Acquire Calpine in Stock and Cash

Joins Best-in-Class Customer Platforms, Providing Opportunities to Better Serve Customers with a Broader Array of Energy and Sustainability Products

Combines Nation’s Premier Nuclear, Natural Gas and Geothermal Fleets to Create Cleanest and Most Reliable Energy Producer, with Coast-to-Coast Presence

Immediately and Highly Accretive to Constellation’s EPS and Cash Flow with Value Creation for Constellation Owners

Ownership Commitment from Calpine’s Owners, led by Energy Capital Partners (ECP), Who Will Receive Stock in the Pro Forma Company as Consideration

Constellation to Host Conference Call and Webcast Today at 8:30 a.m. Eastern Time 

Constellation (Nasdaq: CEG) and Calpine Corporation today announced they have entered into a definitive agreement under which Constellation will acquire Calpine in a cash and stock transaction valued at an equity purchase price of approximately $16.4 billion, composed of 50 million shares of Constellation stock and $4.5 billion in cash plus the assumption of approximately $12.7 billion of Calpine net debt. After accounting for cash expected to be generated by Calpine between signing and the expected closing date, as well as the value of tax attributes at Calpine, the net purchase price is $26.6 billion, reflecting an attractive acquisition multiple of 7.9x 2026 EV/EBITDA.

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The agreement creates the nation’s largest clean energy provider, opening opportunities to serve more customers coast-to-coast with a broader array of energy and sustainability products. Already the nation’s largest producer of 24/7 emissions-free electricity, Constellation will add Calpine, the largest U.S. producer of energy from low-emission natural gas generation and an expanded renewable energy portfolio, including the largest geothermal generation operation in the U.S. The combination also forms the nation’s leading competitive retail electric supplier, providing 2.5 million customers with a broader array of customized energy and sustainability solutions to help them manage energy costs and achieve their sustainability goals.

"This acquisition will help us better serve our customers across America, from families to businesses and utilities," said Joe Dominguez, president and CEO, Constellation. "By combining Constellation’s unmatched expertise in zero-emission nuclear energy with Calpine’s industry-leading, best-in-class, low-carbon natural gas and geothermal generation fleets, we will be able to offer the broadest array of energy products and services available in the industry. Both companies have been at the forefront of America’s transition to cleaner, more reliable and secure energy, and those shared values will guide us as we pursue investments in new and existing clean technologies to meet rising demand. What makes this combination even more special is it brings together two world-class teams, with the most talented women and men in the industry, who share a noble passion for safety, sustainability, operational excellence, and helping America’s families, businesses, and communities thrive and grow. We look forward to welcoming the Calpine team upon closing of this transaction."

Calpine’s low-emission natural gas plants will play a key role in maintaining grid reliability for decades to come as customers transition to cleaner energy sources. Both companies have been early investors in carbon sequestration technology to help ensure America’s abundant natural gas can continue to reliably power customers. At the same time, Constellation will invest in adding more zero-emission energy to the grid by extending the life of existing clean energy sources, exploring new advanced nuclear projects, investing in renewables, and increasing the output of existing nuclear plants, in addition to restarting the Crane Clean Energy Center in Pennsylvania. 

Andrew Novotny, president and CEO of Calpine, said, "This is an incredible opportunity to bring together top-tier generation fleets, leading retail customer businesses, and the best people in our industry to help drive a stronger American economy for a cleaner, healthier, and more sustainable future. Together, we will be better positioned to bring accelerated investment in everything from zero-emission nuclear to battery storage that will power our economy in a way that puts people and our environment first. It’s a win for every American family and business in our newly combined footprint that wants clean and reliable energy."

Tyler Reeder, president and managing partner of ECP, said, "Since acquiring Calpine in 2018, we have focused on unlocking value and driving future potential growth avenues for the business, which we believe have been recognized through this combination. We truly cannot thank the Calpine team enough for their partnership and are excited to support their continued contributions to the Constellation team. Following the closing of the transaction, we will remain committed as a shareholder of Constellation, reflecting our high confidence in the continued value and growth potential created by this combination."

The transaction is projected to deliver significant benefits to Constellation’s owners, with expected immediate adjusted (non-GAAP) operating earnings per share (EPS) accretion of more than 20% in 2026 and at least $2 per share of EPS accretion in future years. Additionally, it is expected to generate more than $2 billion (non-GAAP) of free cash flow annually, creating strategic capital and scale to reinvest in the business.

Strategic Benefits

Clean and Reliable Generation Portfolio

Creates the cleanest and most reliable generation portfolio in the U.S., with a diverse, coast-to-coast portfolio of zero- and low-emission generation assets and expands Constellation’s footprint in the fastest-growing areas of power demand.

Customer-Centric Solutions

Combines best-in-class retail and commercial businesses with a premier customer solutions platform, establishing a coast-to-coast presence and offering a broader array of energy and sustainability products to meet increasing demand.

Reinforcing Clean Energy Leadership

Reinforces Constellation’s position as the largest clean energy producer with the lowest carbon emissions intensity in the U.S., expanding its renewable portfolio and capacity.

About Constellation

Constellation Energy Corporation (Nasdaq: CEG) is the nation’s largest producer of clean, emissions-free energy and a leading supplier of energy products and services. Constellation’s hydro, wind, and solar facilities, paired with its nuclear fleet, power the equivalent of 16 million homes, providing 10% of the nation’s clean energy. Learn more at Constellation.com.

About Calpine

Calpine Corporation is America’s largest generator of electricity from natural gas and geothermal resources, with operations in competitive power markets and a fleet of 79 energy facilities representing over 27,000 MW of generation capacity.