Constellation Energy Advances DOJ Negotiations to Secure Approval for $16.4 B Calpine Acquisition

CEG
December 05, 2025

Constellation Energy Corp. is in active settlement talks with the Department of Justice to address antitrust concerns that have stalled the approval of its $16.4 billion equity purchase of Calpine Corp. The DOJ’s review focuses on potential market‑power issues in the PJM Interconnection, and Constellation has proposed divestitures of select power plants to mitigate those concerns. The deal, which would combine Constellation’s nuclear fleet with Calpine’s natural‑gas and geothermal assets, would create the largest U.S. power fleet and position the company as a leading clean‑energy provider.

The strategic rationale behind the acquisition is clear: Constellation seeks to broaden its generation mix and meet the growing electricity demand from data centers and AI workloads. Calpine’s 3.5 GW of natural‑gas capacity and 1.2 GW of geothermal power complement Constellation’s 4.5 GW of nuclear capacity, delivering a diversified portfolio that can offer reliable, low‑emission power. The transaction has already received Federal Energy Regulatory Commission approval, and the company has secured state‑level approvals in New York and Texas, leaving the DOJ as the sole remaining regulatory hurdle.

In its most recent quarterly report, Constellation posted adjusted operating earnings of $3.04 per share for Q3 2025, up from $2.74 per share in Q3 2024. The earnings beat analysts’ consensus of $2.90 by $0.14, driven by stronger-than‑expected commercial demand and disciplined cost management that offset a modest rise in operating expenses. Revenue for the quarter reached $6.57 billion, a 12% year‑over‑year increase, largely powered by a 15% rise in nuclear generation sales and a 10% uptick in natural‑gas output. In Q4 2024, the company reported adjusted EPS of $2.44 versus consensus of $2.19, a beat of $0.25, supported by a 9% revenue increase to $5.38 billion and a 2% margin expansion to 9.9% from 9.6% the prior year.

Management has updated its full‑year 2025 guidance, narrowing adjusted operating earnings to $9.05–$9.45 per share from a previously broader range. CEO Joe Dominguez emphasized that the company remains confident in its ability to deliver strong earnings as the Calpine acquisition progresses, citing “robust demand from data‑center customers and a favorable regulatory environment.” CFO Dan Eggers highlighted the company’s disciplined cost structure and the expected synergies from integrating Calpine’s assets, which should support margin stability even as the company invests in infrastructure upgrades.

Investors reacted positively to the DOJ settlement progress, with analysts noting that the de‑risking of the deal lifts the probability of a successful closing and unlocks significant upside for Constellation’s clean‑energy strategy. The market’s enthusiasm reflects confidence that the combined entity will capture a larger share of the growing AI‑driven electricity market while maintaining regulatory compliance.

The content on BeyondSPX is for informational purposes only and should not be construed as financial or investment advice. We are not financial advisors. Consult with a qualified professional before making any investment decisions. Any actions you take based on information from this site are solely at your own risk.