BALTIMORE - Constellation (NASDAQ:CEG) has agreed to acquire Calpine Corporation in a transaction valued at an equity purchase price of approximately $16.4 billion, with the deal including 50 million shares of Constellation stock, $4.5 billion in cash, and the assumption of about $12.7 billion of Calpine’s net debt.
CEG shares rose 10% on the news in pre-market Friday trade.
The net purchase price is expected to be $26.6 billion after adjustments for Calpine’s anticipated cash generation and tax attributes, with an acquisition multiple of 7.9x 2026 EV/EBITDA.
This acquisition positions Constellation as the nation’s largest clean energy provider, combining its leading nuclear energy operations with Calpine’s extensive low-emission natural gas and geothermal generation assets. The merger is expected to enhance Constellation’s ability to serve a wider customer base with a diverse range of energy solutions and to support sustainability goals across America.
Joe Dominguez, president and CEO of Constellation, highlighted the strategic benefits of the merger, emphasizing the combined expertise in emissions-free and low-carbon energy generation. Dominguez expressed enthusiasm for the shared commitment to safety, sustainability, and operational excellence, as well as the opportunity to welcome Calpine’s team upon the transaction’s completion.
Calpine’s President and CEO, Andrew Novotny, also remarked on the merger’s potential to accelerate investment in clean energy technologies and deliver reliable power while prioritizing the environment. Tyler Reeder, president & managing partner of ECP, Calpine’s current owner, expressed confidence in the future growth potential of the combined entity.
The deal is anticipated to be immediately accretive to Constellation’s adjusted (non-GAAP) operating earnings per share (EPS), with an expected increase of over 20% in 2026 and at least $2 per share of EPS accretion in subsequent years. It is also projected to add more than $2 billion of free cash flow annually.
Constellation aims to continue its double-digit earnings growth trajectory through the decade while maintaining a strong, investment-grade balance sheet, with credit ratings expected to be affirmed by S&P and Moody’s (NYSE:MCO).
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