v3.26.3
Acquisitions
 9 Months Ended
Sep. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
Spindle Drop Down — On October 1, 2026, the Company, through its indirect subsidiary, RS2-Spindle TE Holdco LLC, acquired Spindle Pledgor LLC, the direct owner of Spindle, a 199 MW BESS facility that is currently under construction in Weld County, Colorado, from Clearway Renew for initial cash consideration of $9 million. RS2-Spindle TE Holdco LLC, which is consolidated by RS2-Spindle TargetCo LLC as primary beneficiary, owns the Rosamond South II and Spindle BESS facilities. Also on October 1, 2026, a tax equity investor contributed $30 million to RS2-Spindle TE Holdco LLC in connection with the acquisition of Spindle. At substantial completion, which is expected to occur in the fourth quarter of 2026, the Company estimates it will pay an additional $37 million to Clearway Renew. Spindle has a 20-year PPA with an investment-grade utility that will commence when the underlying operating assets reach commercial operations, which is expected to occur in the fourth quarter of 2026. The acquisition was funded with existing sources of liquidity. The Company estimates that its total capital investment in Spindle will be $46 million, excluding the impact of any closing adjustments noted in the purchase agreement.
Rosamond South II Drop Down — On August 17, 2026, the Company, through its indirect subsidiary, RS2-Spindle Purchaser LLC, acquired RS2-Spindle TargetCo LLC, or RS2-Spindle TargetCo, the indirect owner of Rosamond South II, a 92 MW BESS facility that is currently under construction in Kern County, California, from Clearway Renew, for initial cash consideration of $9 million. At substantial completion, which is expected to occur in the fourth quarter of 2026, the Company estimates it will pay an additional $38 million to Clearway Renew. As described above, RS2-Spindle TargetCo consolidates as primary beneficiary, RS2-Spindle TE Holdco LLC, a tax equity fund that owns the Rosamond South II and Spindle BESS facilities, as further described in Note 4, Investments Accounted for by the Equity Method and Variable Interest Entities. Rosamond South II has 15-year PPAs with an investment-grade utility that will commence when the underlying operating assets reach commercial operations, which is expected to occur in the fourth quarter of 2026. Rosamond South II is reflected in the Company’s Renewables & Storage segment and the acquisition was funded with existing sources of liquidity. The acquisition was determined to be an asset acquisition and the Company consolidates Rosamond South II on a prospective basis in its financial statements. The assets and liabilities transferred to the Company relate to interests under common control and were recorded at historical cost in accordance with ASC 805-50, Business Combinations - Related Issues. The difference between the Company’s initial cash consideration of $9 million and the historical cost of the Company’s net assets acquired of $2 million was recorded as an adjustment to CEG’s noncontrolling interest balance. The Company estimates that its total capital investment in Rosamond South II will be $47 million, excluding the impact of any closing adjustments noted in the purchase agreement.
The following is a summary of assets and liabilities transferred in connection with the acquisition as of August 17, 2026:
(In millions)Rosamond South II
Property, plant and equipment (a)
$206 
Derivative assets12 
Other current and non-current assets6 
Total assets acquired224 
Long-term debt (b)
159 
Other current liabilities50 
Other non-current liabilities2 
Total liabilities assumed211 
Other comprehensive income11 
Net assets acquired$2 
(a) Includes Construction in progress of $203 million.
(b) Includes a $21 million construction loan and a $143 million tax equity bridge loan, offset by $5 million in unamortized debt issuance costs. See Note 7, Long-term Debt, for further discussion of the long-term debt assumed in the acquisition.
Cardinal Portfolio Acquisition — On March 30, 2026, the Company, through its indirect subsidiaries, Cardinal Purchaser LLC and Cardinal JV Purchaser LLC, completed the acquisition of the Cardinal Portfolio, a 610 MW portfolio of operational solar facilities located in eight states, for net cash consideration of $323 million, which includes post-closing adjustments of $2 million. Of the net consideration, $242 million related to facilities consolidated by the Company and $81 million related to facilities held through a joint venture with a third-party investor. The joint venture includes 12 facilities located in the western U.S., comprising 225 MW. The Company’s investment in the joint venture is accounted for under the equity method, as further described in Note 4, Investments Accounted for by the Equity Method and Variable Interest Entities. The Cardinal Portfolio has a weighted average remaining contract duration of approximately 10 years. The Cardinal Portfolio is reflected in the Renewables & Storage segment and the acquisition was funded with $100 million in borrowings under the new financing arrangement entered into in connection with the acquisition, as further described in Note 7, Long-term Debt, as well as existing sources of liquidity. After factoring in cash acquired, transaction expenses and proceeds from the related financing activities, the Company estimates its net capital investment in the Cardinal Portfolio will be approximately $240 million.
The Company accounted for the consolidated group of facilities acquired by Cardinal Purchaser LLC as a business combination under ASC 805, Business Combinations, or ASC 805. The following table presents the preliminary fair value estimates of the assets acquired and liabilities assumed by Cardinal Purchaser LLC as of the acquisition date:
(In millions)
Cardinal Portfolio (a)
Cash$1 
Restricted cash15 
Property, plant and equipment314 
Intangible assets for power purchase agreements128 
Right-of-use assets 61 
Derivative assets6 
Other current and non-current assets24 
Total assets acquired549 
Long-term debt (b)
180 
Long-term lease liabilities 38 
Other current liabilities3 
Other non-current liabilities84 
Total liabilities assumed305 
Noncontrolling interest (c)
2 
Net assets acquired$242 
(a) Excludes the equity method investment held by Cardinal JV Purchaser LLC.
(b) See Note 7, Long-term Debt, for additional information regarding the assumed facility-level debt.
(c) Represents a tax equity fund, Shoreham Energy Holdings, LLC, which the Company consolidates as primary beneficiary. The Class A membership interests in Shoreham Energy Holdings, LLC are held by a tax equity investor.
In accordance with ASC 805, the assets acquired and liabilities assumed have been measured at fair value as of the acquisition date. The fair value of property, plant and equipment was determined primarily based on the income approach using discounted cash flows. This methodology was utilized as the forecasted cash flows incorporate specific attributes including age, useful life, equipment condition and technology. The fair value of intangible assets and liabilities for power purchase agreements was determined utilizing a variation of the income approach determined by discounting the replacement market price of the incremental cash flows associated with the contracts to present value. Intangible liabilities for power purchase agreements are included in other non-current liabilities. Primary assumptions utilized included estimates of generation, contractual prices, operating expenses and the weighted average cost of capital reflective of a market participant. These assumptions are considered to be a Level 3 measurement as defined in ASC 820, Fair Value Measurement, as they utilize inputs that are not observable in the market. Long-term debt assumed as part of the acquisition was recorded at its estimated fair value as of the acquisition date.
The fair value measurement of the acquired assets, assumed liabilities and noncontrolling interests above remain preliminary. The Company expects to finalize the fair value estimates within the measurement period, which will not exceed one year from the acquisition date.
For the period from March 30, 2026 through September 30, 2026, the consolidated facilities contributed operating revenues of $41 million and net income of $11 million to the Company’s consolidated results.
The following unaudited pro forma financial information presents the consolidated results of operations of the Company as if the business combination had occurred on January 1, 2025:
Three months ended September 30,Nine months ended September 30,
(In millions)2026202520262025
Operating revenues$523 $448 $1,369 $1,170 
Net income (loss)125 60 81 (33)
The pro forma information includes adjustments to reflect the Company’s accounting policies and the impact of fair value adjustments to the consolidated facilities’ property, plant, and equipment, intangible assets and long-term debt, including related income tax effects.