Constellation's $16.4 Billion Acquisition of Calpine: A Strategic Move for Long-Term Growth

Constellation Energy Corporation (CEG) has announced a significant strategic move, agreeing to acquire closely held Calpine Corporation for approximately $16.4 billion. This cash and stock transaction, valued at an equity purchase price of $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, is set to create the nation's largest clean energy provider. The acquisition is expected to close in the second half of 2025, subject to customary closing conditions and regulatory approvals.



The acquisition of Calpine by Constellation is a strategic move that aligns with both companies' long-term growth objectives. By combining their respective strengths, the new entity will be better positioned to serve customers coast-to-coast with a broader array of energy and sustainability products. Constellation, the nation's largest producer of 24/7 emissions-free electricity, will add Calpine's industry-leading, best-in-class, low-carbon natural gas and geothermal generation fleets to its portfolio. This expansion will enable the combined company to offer the broadest array of energy products and services available in the industry.



The acquisition will also form the nation's leading competitive retail electric supplier, providing 2.5 million customers with a broader array of customized energy and sustainability solutions and new product offerings. This enhanced customer base will allow the combined company to better serve families, businesses, and utilities across America, helping them manage energy costs and achieve their sustainability goals.

The transaction is projected to deliver 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, the transaction is expected to add more than $2 billion (non-GAAP) of free cash flow annually, creating strategic capital for Constellation. These financial benefits, coupled with the expanded energy portfolio and enhanced customer base, position the combined company for long-term growth and success.



The acquisition of Calpine by Constellation is a strategic move that aligns with both companies' long-term growth objectives. By combining their respective strengths, the new entity will be better positioned to serve customers coast-to-coast with a broader array of energy and sustainability products. Constellation, the nation's largest producer of 24/7 emissions-free electricity, will add Calpine's industry-leading, best-in-class, low-carbon natural gas and geothermal generation fleets to its portfolio. This expansion will enable the combined company to offer the broadest array of energy products and services available in the industry.



The acquisition will also form the nation's leading competitive retail electric supplier, providing 2.5 million customers with a broader array of customized energy and sustainability solutions and new product offerings. This enhanced customer base will allow the combined company to better serve families, businesses, and utilities across America, helping them manage energy costs and achieve their sustainability goals.

The transaction is projected to deliver 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, the transaction is expected to add more than $2 billion (non-GAAP) of free cash flow annually, creating strategic capital for Constellation. These financial benefits, coupled with the expanded energy portfolio and enhanced customer base, position the combined company for long-term growth and success.



In conclusion, Constellation's acquisition of Calpine for $16.4 billion is a strategic move that aligns with both companies' long-term growth objectives. By combining their respective strengths, the new entity will be better positioned to serve customers coast-to-coast with a broader array of energy and sustainability products. The acquisition will enable the combined company to offer the broadest array of energy products and services available in the industry, while also enhancing its financial performance and creating strategic capital for long-term growth.