10:28 AM EST, 01/10/2025 (MT Newswires) -- Constellation Energy ( CEG ) agreed to acquire privately-held energy company Calpine in a cash-and-stock deal for a net price of $26.6 billion, including debt.
Constellation will purchase Calpine, which produces electricity from natural gas and geothermal resources, at an equity price of about $16.4 billion, comprised of 50 million of its shares and $4.5 billion in cash. Constellation will assume about $12.7 billion of Calpine's debt as part of the deal.
The $26.6 billion net amount reflects cash expected to be generated by Calpine by the closing of the transaction, as well as tax attributes at the firm, the companies said in a joint Friday statement. Constellation's stock advanced 20% intraday.
"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," Constellation Chief Executive Joe Dominguez said.
The companies expect to have almost 60 gigawatts of combined capacity from zero- and low-emission sources, including nuclear, natural gas and geothermal. The combined footprint will encompass the continental US with a substantially expanded presence in Texas, as well as other states such as California, Delaware, New York, Pennsylvania and Virginia.
The deal, which requires approval from regulators including the Federal Energy Regulatory Commission and the Canadian Competition Bureau, is anticipated to complete within 12 months. Constellation will remain headquartered in Baltimore after the deal completes.
The transaction is forecast to be accretive to Constellation's adjusted operating per-share earnings by more than 20% in 2026 and at least $2 in future years. Constellation expects its base earnings to continue to grow by double digits through the decade. The transaction is projected to add more than $2 billion of adjusted free cash flow year-over-year.
"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," said Calpine CEO Andrew Novotny, who will continue to lead the company after deal completion.
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