CEG · 10-Q · 2026Q3 · Full report
Calpine Acquisition and Divestitures
Constellation Energy Corp · 2026-11-09 · Importance 71 · Surprise 60 · No source text
Constellation acquired all outstanding equity interests in Calpine on January 7, 2026, for total consideration of $21.837 billion, including $17.603 billion of stock and $4.342 billion in cash. The deal added a competitive retail platform serving approximately [not stated] TWh of annual load and generation assets with approximately [not stated] GW of capacity; Calpine recorded $8.531 billion of revenue after acquisition through September 30. The company agreed to acquire Rhode Island State Energy Center from Shell Energy North America, but the purchase price and generating capacity are not provided in this filing text. To satisfy DOJ remedies, it agreed to sell five PJM generation assets totaling approximately 4.4 GW to LS Power for $5.0 billion, and in October 2026 sold Brazos Valley Energy Center; the company expected an approximately [not stated] gain in fourth-quarter 2026.
Key facts
- In March 2026, Constellation agreed to sell five Calpine natural gas-fired facilities in PJM, with approximately 4.4 GWs of capacity, to LS Power for $5.0 billion before closing adjustments; the sale was expected to close by year-end, subject to customary conditions and regulatory approvals.
- Constellation Energy Corp agreed in March 2026 to sell five PJM generation assets, approximately 4.4 GW of predominantly natural gas-fired capacity in Delaware and Pennsylvania, to LS Power for $5.0 billion before closing adjustments; closing was expected by year-end, subject to approvals and customary conditions.
- Constellation acquired 100% of Calpine's outstanding equity on January 7, 2026, for approximately $21.8 billion.
- Calpine merger consideration included 50 million newly issued Constellation common shares and approximately $4.5 billion in cash on hand.
- The incremental revolving credit commitments became available upon the closing of the Calpine acquisition in January 2026.
- The Calpine merger consideration totaled $21,837 million, including $17,603 million fair value of common stock issued and $4,342 million cash consideration.
- Constellation Energy Corp provisionally allocated $11.1 billion of acquisition goodwill to the Calpine segment as of September 30, 2026; the goodwill is not expected to be deductible for income tax purposes.
- Constellation Energy Corp was required under the DOJ resolution to enter definitive agreements to divest its Gregory Power Plant minority interest, five PJM generation assets, and Brazos Valley Energy Center by September 4, 2026.
Impact estimates
| metric | direction | stage | expected | basis |
|---|---|---|---|---|
| liability | negative | realized | -12.7% | Constellation assumed approximately $12.6 billion of Calpine debt upon completing the acquisition in January 2026, including approximately… |
| assets | positive | realized | +11.2% | Constellation Energy Corp provisionally allocated $11.1 billion of acquisition goodwill to the Calpine segment as of September 30, 2026;… |
| cash | negative | realized | -4.5% | Constellation acquired 100% of Calpine's outstanding equity on January 7, 2026, for approximately $21.8 billion. |
| cash | negative | realized | -4.4% | The Calpine merger consideration totaled $21,837 million, including $17,603 million fair value of common stock issued and $4,342 million… |
| liability | negative | realized | -2.8% | In January 2026, Constellation issued $2.75 billion of senior unsecured notes and used the proceeds to pay down assumed Calpine debt. |
| cash | positive | realized | +2.8% | In January 2026, Constellation issued $2.75 billion of senior unsecured notes and used the proceeds to pay down assumed Calpine debt. |
| liability | positive | realized | +2.8% | In January 2026, Constellation issued $2.75 billion of senior unsecured notes and used the proceeds to pay down assumed Calpine debt. |
| cash | negative | realized | -2.8% | In January 2026, Constellation issued $2.75 billion of senior unsecured notes and used the proceeds to pay down assumed Calpine debt. |
| cash | positive | probable | +2.5% | In March 2026, Constellation agreed to sell five Calpine natural gas-fired facilities in PJM, with approximately 4.4 GWs of capacity, to… |
| cash | positive | realized | +0.9% | Constellation completed the sale of Brazos Valley Energy Center, a 606 MW natural gas-fired ERCOT plant, to LS Power in October 2026 for… |
| assets | negative | probable | — | Constellation Energy Corp was required under the DOJ resolution to enter definitive agreements to divest its Gregory Power Plant minority… |
| net_income | positive | committed | — | Constellation Energy Corp completed the sale of Brazos Valley Energy Center to LS Power in October 2026 and expected an approximately $… |