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Kirkland & Ellis, Latham & Watkins and White & Case have been called in for Constellation Energy’s $26.6bn acquisition of Calpine Corp, one of the largest takeovers in US power industry history.
Kirkland is acting for Baltimore-based nuclear power provider Constellation on the matter. Meantime Houston-headquartered natural gas and geothermal company Calpine is being repped by Latham and White & Case.
The deal, which will create the largest low-emission energy supplier in the US, comes amid rising electricity demand fuelled by the proliferation of AI data centres and the electrification of transport.
The Kirkland team acting for Constellation is led by corporate partners David Feirstein, Doug Bacon, Andy Calder, Zach Savrick and Alec Manzer. The team also includes partners Damien Lyster (energy regulatory); Stephen Jacobson and Karsten Busby (executive compensation); Matt Pacey and Anthony Sanderson (capital markets); Rachael Lichman and Charlie Martin (debt finance); and Dean Shulman and Mark Dundon (tax).
The deal continues a run of major energy work for Kirkland, which topped London Stock Exchange Group’s global M&A legal advisor rankings in 2024 after acting on transactions worth more than $448bn. Meantime, Latham’s work on $408bn worth of deals saw it place third, having ranked second in 2023 behind Kirkland. White & Case fell three places in 2024 to 14th after working on deals worth $170bn.
The Latham team acting for Calpine is led by New York corporate partners David Kurzweil and Edmond Parhami. The team is also acting on the deal for Energy Capital Partners (ECP), having advised the investment firm in 2017 when it took Calpine private alongside Canada Pension Plan Investment Board and Access Industries.
The White & Case partners advising Calpine include Michael Shenberg (energy M&A) and Mingda Zhao (M&A). The team also includes partners Henrik Patel (employment and benefits); Morton Pierce, Emilio Grandio and Ipek Candan Snyder (M&A); Rebecca Farrington (antitrust and competition); David Dreier (tax); and Joel Rubinstein and Jason Rocha (capital markets).
The cash and stock deal is valued at an equity purchase price of around $16.4bn, composed of 50 million shares of Constellation stock and $4.5bn in cash plus the assumption of approximately $12.7bn of Calpine net debt. In a joint statement the companies said that 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 was $26.6bn.
“By combining Constellation’s expertise in zero-emission nuclear energy with Calpine’s 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,” Constellation CEO Joe Dominguez said in the statement.
Reuters reported the deal will increase Constellation’s workforce by about 20% to 16,500 and significantly grow its market share in Texas and California, the two most energy-consuming and populous US states. It is expected to close in the second half of 2025.
The deal follows shares of Constellation jumping by more than 100% in the past year, Reuters reported, as companies looking to fulfil climate-related pledges have increasingly looked to nuclear power, which produces almost no global warming emissions.
Constellation announced in September it would restart operations at its Three Mile Island nuclear plant to supply electricity to Microsoft data centres and last month said it had been awarded a record-setting $1bn in nuclear power supply and energy-saving contracts by the US government.
Lazard and JP Morgan Securities are acting as financial advisors to Constellation on the Calpine deal, while Evercore is serving as lead financial advisor to Calpine. Morgan Stanley, Goldman Sachs and Barclays US are serving as additional financial advisors to Calpine and ECP.
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