Constellation and Calpine Corp. announced today a definitive agreement in which Constellation will acquire Calpine in a cash and stock deal worth approximately $16.4 billion. The transaction includes 50 million shares of Constellation stock, $4.5 billion in cash, and the assumption of about $12.7 billion in Calpine’s net debt. After factoring in expected cash generated by Calpine before closing and the value of its tax attributes, the net purchase price totals $26.6 billion, representing a favorable acquisition multiple of 7.9x 2026 EV/EBITDA.
This acquisition will create the largest clean energy provider in the U.S., enabling Constellation to deliver a wider range of energy and sustainability products to customers across the country. Constellation, already the top producer of emissions-free electricity, will gain Calpine’s extensive low-emission natural gas generation capacity and the largest geothermal energy operation in the U.S. The combined company will also become the nation’s leading competitive retail electricity supplier, serving 2.5 million customers with expanded, customized solutions to manage energy costs and meet sustainability objectives.
Joe Dominguez, president and CEO, Constellation, said in a statement, “This acquisition will help us better serve our customers across America, from families to businesses and utilities. 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.”
He further added, “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 remain essential for ensuring reliable power as customers shift toward cleaner energy solutions. Both Calpine and Constellation have been early adopters of carbon sequestration technology, demonstrating a commitment to making natural gas a sustainable and dependable energy source for the future. Meanwhile, Constellation plans to accelerate the transition to zero-emission energy. The company will invest in extending the life of its current clean energy assets, explore advanced nuclear projects, expand its renewable energy portfolio, and boost output from its existing nuclear plants. Additionally, Constellation will restart operations at the Crane Clean Energy Center in Pennsylvania, further contributing to a cleaner energy grid.
Andrew Novotny, president and CEO of Calpine, mentioned, “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. ECP’s commitment to these goals over the last seven years was critical to the progress we have made as a company and to laying a foundation for future growth.”
Tyler Reeder, president & managing partner of ECP, also commented, “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 acquisition is anticipated to deliver substantial benefits to Constellation’s shareholders, with projected adjusted (non-GAAP) operating earnings per share (EPS) accretion of over 20% in 2026 and at least $2 per share of EPS growth in subsequent years. Additionally, the transaction is expected to generate more than $2 billion in annual free cash flow (non-GAAP), providing Constellation with the capital and scale needed to reinvest in its business. Constellation’s base earnings outlook is forecasted to grow at a double-digit rate through the remainder of the decade. The company remains committed to maintaining a strong, investment-grade balance sheet, with credit ratings from S&P and Moody’s expected to stay intact.
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