Constellation Energy Corporation (NasdaqGS:CEG) entered into a definitive agreement to acquire Calpine Corporation from Energy Capital Partners, LLC, Canada Pension Plan Investment Board, Access Industries, Inc. and others for approximately $16.4 billion on January 10, 2025. Constellation (Nasdaq: CEG) and Calpine Corp. 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 that is 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. The transaction will deliver 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.

Constellation expects to fund the cash portion of the transaction through a combination of cash on hand and cash flow generated by Calpine in the period between signing and closing of the transaction (that will be assumed at closing). Buy side termination fee is $500 million. Following the close of the transaction, Constellation will continue to be headquartered in Baltimore and will continue to maintain a significant presence in Houston, where Calpine is currently headquartered. The transaction is subject to the satisfaction of customary closing conditions, including the expiration or termination of the waiting period pursuant to the Hart-Scott-Rodino Act, and regulatory approvals from the Federal Energy Regulatory Commission, the Canadian Competition Bureau, the New York Public Service Commission, the Public Utility Commission of Texas and other regulatory agencies. The transaction has been approved by the board of directors of the target and the acquirer. The transaction is expected to close in Q4, 2025. Calpine?s significant shareholders, including ECP, Canada Pension Plan Investments (CPP Investments) and Access Industries, have agreed to an 18-month lock-up with respect to their equity ownership of Constellation common stock, subject to an agreed upon schedule for potential sales. Lazard is serving as financial advisor to Constellation. J.P. Morgan Securities LLC is also serving as financial advisor to Constellation, and David B. Feirstein, P.C., Douglas E. Bacon, P.C., Andrew Calder, P.C., Zach Savrick, Alec Manzer, Damien Lyster, P.C., Karsten Busby, Stephen M. Jacobson, P.C., Matthew R. Pacey, P.C., Anthony Sanderson, Rachael L. Lichman, P.C., Charles H. Martin, Dean S. Shulman, P.C. and Mark Dundon, P.C. of of Kirkland & Ellis is serving as legal counsel. Evercore served as lead financial advisor to Calpine. Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC., and Barclays US are serving as additional financial advisors to Calpine and ECP, and David A. Kurzweil Esq. and Edmond Parhami Esq. of Latham & Watkins and Michael Shenberg, Mingda Zhao, Emilio Grandi, Morton Pierce, Ipek Candan Snyder, Henrik Patel, Rebecca Farrington, Joel Rubinstein, Jason Rocha, Gary Kashar, Laura Katherine Mann, David Dreier, Yehuda Rubel and David Bilkis of White & Case are serving as legal counsel. Eric T. Juergens, Matthew Kaplan, Christopher Anthony, Jonathan Levitsky, Peter Furci and Kyra Bromley of Debevoise & Plimpton LLP acted as legal advisor to Access Industries.