01—Abstract
Summary
Summary of the 8-K filed December 23, 2025. Cited figures are marked; the original filing is the authoritative source.
On December 23, 2025, Constellation Energy Generation, LLC (a subsidiary of Constellation Energy Corporation, CEG) extended the expiration of its private exchange offers and consent solicitations for three series of Calpine Corporation notes.
The Amended Expiration Date moved from January 8, 2026 to 5:00 p.m. NYC time on January 12, 2026, unless further extended or terminated. The withdrawal deadline (5:00 p.m. on December 22, 2025, the Early Tender Deadline) has passed, so tendered notes can no longer be withdrawn, except where law requires additional withdrawal rights.
Constellation reported that it has received the requisite consents to adopt Proposed Amendments that would strip substantially all restrictive covenants and events of default from the Calpine indentures, other than payment and bankruptcy defaults. Early tender levels were high: about 99.51%a of the 4.625% 2029 unsecured notes, 99.57% of the 5.000% 2031 unsecured notes, and 88.27% of the 3.750% 2031 secured notes. Because consents for the secured notes exceeded 66-2/3%, the amendments will also release the collateral securing those notes.
The amendments and the exchange only become operative on the settlement date, expected about three business days after the Amended Expiration Date, and no earlier than the closing of the merger with Calpine announced in January 2025. The exchange offers are conditioned on that merger closing, so the transaction remains the gating event. Exchange consideration is Constellation notes with matching terms in equal principal, plus small cash payments of about $1.00 to $2.83b per $1,000 for early tenders.
Holders who tender after the early deadline receive $970c of new notes per $1,000 with no cash. The offering is limited to qualified institutional buyers and non-U.S. persons, so it is not a public registration.
02—Key points
Key Highlights
- Expiration of the exchange offers and consent solicitations was extended from January 8, 2026 to January 12, 2026 at 5:00 p.m. NYC time, subject to further extension or termination.
- Requisite consents were received for the Proposed Amendments, which would remove substantially all restrictive covenants and events of default from the Calpine notes indentures.
- Early tender participation was very high: 99.51% of the 2029 unsecured notes, 99.57% of the 2031 unsecured notes, and 88.27% of the 2031 secured notes (about $2.43 billion aggregate principal tendered in total).
- The secured 2031 notes indenture will be amended to eliminate the security interest and release the collateral, since consents exceeded the 66-2/3% threshold.
- Amendments and exchanges become operative only on settlement, about three business days after the Amended Expiration Date, and not before the Calpine merger closes.
- Consideration is new Constellation notes with matching coupons and maturities, plus cash of roughly $1.00 to $2.83 per $1,000 for early tenders, or $970 of new notes per $1,000 for late tenders.
- The offering is private, limited to qualified institutional buyers and non-U.S. persons under Regulation S, and does not require SEC registration.
03—Questions
Frequently Asked Questions
Why did Constellation extend the expiration date of the exchange offers?
The filing does not state a specific reason. The extension moves the Amended Expiration Date from January 8, 2026 to January 12, 2026, and the company reserves the right to extend or terminate further. Extensions like this are often used to allow more time for tenders or to align settlement with the expected timing of the Calpine merger.
What do the Proposed Amendments mean for holders of Calpine notes that do not tender?
Once the amendments become operative, they will bind all holders of each series of Calpine notes, not only those who tendered. Substantially all restrictive covenants and events of default will be eliminated, other than payment and bankruptcy defaults. For the secured 2031 notes, the collateral securing the notes will be released, so non-tendering holders would lose that security.
Can tendered Calpine notes still be withdrawn?
No. The withdrawal deadline was 5:00 p.m. NYC time on December 22, 2025. Notes tendered after that and before the Amended Expiration Date cannot be withdrawn, and related consents cannot be revoked, except where law requires additional withdrawal rights.
What happens if the Calpine merger does not close?
The exchange offers are conditioned on consummation of the Transaction. Without it, the exchange offers will not be completed, no exchange or cash consideration will be paid, and the Proposed Amendments will not take effect. Constellation may waive other conditions but cannot waive the merger closing.
What are the key financial terms for investors receiving new notes?
Holders receive new Constellation notes with the same interest payment dates, maturity dates, and interest rates as the Calpine notes they exchange, in equal principal amount. Interest accrues from the last Calpine interest payment date, so no accrued interest is paid at settlement, except for cash paid in lieu of fractional notes. New notes are issued in minimum denominations of $2,000 and $1,000 increments.
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