Kirkland Advises Constellation Energy on Acquisition of Calpine
Kirkland & Ellis advised Constellation Energy (Nasdaq: CEG) in its proposed acquisition of Calpine in a cash and stock transaction valued at an equity purchase price of approximately $16.4 billion, composed of 50 million shares of Constellation stock and $4.5 billion in cash plus the assumption of approximately $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 $26.6 billion.
The deal represents one of the largest deals ever signed in the electricity generation sector. 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. Constellation is already the country’s leading producer of 24/7 emissions-free electricity and will add Calpine, the largest U.S. producer of energy from low-emission natural gas generation and an expanded renewable energy portfolio, including the largest geothermal generation operation in the United States. The combination also forms the nation’s leading competitive retail electric supplier, providing 2.5 million customers with a broader array of customized energy and sustainability solutions and new product offerings to help them manage energy costs and achieve their sustainability goals.
Read the transaction press release
The Kirkland team included corporate lawyers David Feirstein, Doug Bacon, Andy Calder, Zach Savrick, Michael Bassi and Alec Manzer; energy regulatory lawyers Damien Lyster and Cassidy Hall; executive compensation lawyers Stephen Jacobson and Karsten Busby; capital markets lawyers Matt Pacey and Anthony Sanderson; debt finance lawyers Rachael Lichman and Charlie Martin; and tax lawyers Dean Shulman and Mark Dundon.
