Latham & Watkins Advises Calpine Corporation in US$26.6 Billion Acquisition by Constellation

Constellation (Nasdaq: CEG) and Calpine Corp. have announced that 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 US$16.4 billion, composed of 50 million shares of Constellation stock and US$4.5 billion in cash plus the assumption of approximately US$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 US$26.6 billion, reflecting an attractive acquisition multiple of 7.9x 2026 EV/EBITDA. The agreement creates the nation’s largest clean energy provider, opening opportunities to serve more customers coast-to-coast with a broader array of energy and sustainability products.

Latham & Watkins LLP represents Calpine Corporation and Energy Capital Partners in the transaction with a corporate deal team led by New York partners David Kurzweil and Edmond Parhami, with associates Sašo Kraner, Said Bakir, Katherine Cody, Shira Huberfeld, and William Anderson.