M&A - CONSTELLATION ENERGY GENERATION LLC

Form Type: 8-K

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000186827525000011

Filing Summary: On January 10, 2025, Constellation Energy Corporation entered into a Merger Agreement with Calpine Corporation. The transaction outlines a multi-step merger process, where Calpine will reorganize to become a wholly owned subsidiary of a new company established by Calpine. Following this, Constellation will acquire Calpine through a series of mergers, ultimately making Calpine an indirect subsidiary of Constellation. The merger consideration will include 50,000,000 shares of Constellation and $4.50 billion in cash. The merger is subject to regulatory approvals and certain conditions, with a closing timeline potentially extending to December 31, 2025. Current Calpine stockholders will receive approximately 13.78% of the Constellation common stock as part of the merger. The Merger Agreement may be terminated under specific conditions, including if the merger is not finalized by the specified date, incurring a termination fee of $500 million.

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Form Type: 8-K

Filing Date: 2025-01-10

Corporate Action: Acquisition

Type: New

Accession Number: 000186827525000006

Filing Summary: On January 10, 2025, Constellation Energy Corporation announced a definitive agreement to acquire Calpine Corporation in a combination of cash and stock. This merger signifies a strategic move to enhance operational capabilities and expand market influence. The companies have scheduled a conference call for 8:30 AM ET on the same day to discuss the details of the transaction, which will also be streamed online. The press release detailing this agreement is included as Exhibit 99.1, while an investor presentation is attached as Exhibit 99.2. The agreement is subject to regulatory approvals and other standard conditions, with expectations of significant operational synergies and better financial standing post-acquisition. Stakeholders are advised that forward-looking statements regarding the potential benefits of the merger are subject to risks and uncertainties.

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