Associate Attorney General Stanley E. Woodward, Jr. of the U.S. Department of Justice issued the following statement today in connection with the Antitrust Division’s investigation into the acquisition of Cogentrix Energy (Cogentrix) by Vistra Corp. (Vistra) (together, the “Parties”):
“Electricity customers in Maine, New Hampshire, and across New England will benefit from continued competition to generate affordable electricity. As New Englanders turn on the heat for the coming winter season, it’s critical that consumers not bear the risks of higher electricity bills. The Division anticipates that Vistra’s divestitures will save consumers throughout New England tens of millions of dollars annually in electricity bills.”
“The Division has developed sophisticated methods for reviewing electricity generation mergers; these tools benefit American consumers and businesses that depend on affordable power,” said Deputy Assistant Attorney General G. Charles Beller of the Justice Department’s Antitrust Division. “Given the importance of affordable electricity for consumers, the Division will continue to monitor electricity transactions and the electricity sector as a whole. The Division will not hesitate to take appropriate action to safeguard competition in electricity markets.”
On Jan. 5, Vistra announced an agreement to acquire Cogentrix from Quantum Capital Group. Both firms are electricity generation companies that compete in wholesale electricity and electric capacity auctions run by Regional Transmission Organizations (RTOs) or Independent System Operators (ISOs). RTOs and ISOs are nonprofit organizations responsible for managing and operating electric power grids within specific regions of the United States. These organizations also rely on internal or external market monitors, who are responsible for overseeing and evaluating the electricity market’s performance.
Vistra’s acquisition of Cogentrix combines overlapping electricity generation asset portfolios in three different RTO/ISOs: PJM Interconnection LLC (which covers portions of the Midwest and Mid-Atlantic); ISO New England Inc. (ISO-NE); and the Electric Reliability Council of Texas.
As required by federal law, Vistra and Cogentrix filed an application with the Federal Energy Regulatory Commission (FERC) for approval of the transaction. During FERC’s review process, the Internal Market Monitor of ISO-NE submitted comments to FERC stating that Vistra’s acquisition of Cogentrix raised concerns about a potential reduction in competition that may enable the exercise of market power in ISO-NE. While the Parties’ FERC application was pending, Vistra unilaterally decided to sell its Casco Bay Energy facility (Casco Bay) in ISO-NE. FERC acknowledged that it “consider[ed]” Vistra’s unilateral decision and approved the transaction without conditions. Following FERC’s approval, the Division continued its investigation to assess whether Vistra would have the ability and incentive to withhold electricity from the ISO-NE market after acquiring Cogentrix, notwithstanding the Casco Bay facility divestiture.
The Division conducted a thorough investigation, reviewing thousands of documents, performing sophisticated economic modeling, and conducting extensive interviews with industry participants. After evaluating this evidence, the Division remained concerned that the portfolio of electricity generation units that would be combined in ISO-NE may result in a substantial lessening of competition, even with the sale of the Casco Bay facility. The Division’s legal and economic analysis followed the framework for evaluating electricity mergers described in the Division’s 2025 settlement complaint and competitive impact statement regarding Constellation Energy Corp.’s acquisition of Calpine Corp.
Vistra and Cogentrix then unilaterally decided to sell Cogentrix’s gas-fired combined-cycle power plant in Rumford, Maine, which would reduce the combined firm’s ability and incentive to withhold electricity and raise prices in ISO-NE. The Division will continue to monitor Vistra’s sale of the Rumford facility. In the interim period, Vistra and Cogentrix must continue to abide by all applicable FERC regulations. The Division emphasizes that the outcome of this investigation is limited to its facts.