BALTIMORE – December 23, 2025 – Constellation Energy Generation, LLC (“Constellation”), a Pennsylvania limited liability company, announced today that it has extended the expiration date of (A) its previously announced private offers to exchange any and all of the outstanding (i) 4.625% Senior Unsecured Notes due 2029 (“Existing Unsecured 2029 Notes”), (ii) 5.000% Senior Unsecured Notes due 2031 (“Existing Unsecured 2031 Notes”) and (iii) 3.750% Senior Secured Notes (“Existing Secured 2031 Notes” and, together with the Existing Unsecured 2029 Notes and the Existing Unsecured 2031 Notes, the “Calpine Notes”) issued by Calpine Corporation, a Delaware corporation (“Calpine”), held by eligible holders for, to the extent held by eligible holders, newly issued (i) 4.625% Senior Unsecured Notes due 2029 (“New Unsecured 2029 Notes”), (ii) 5.000% Senior Unsecured Notes due 2031 (“New Unsecured February 2031 Notes”) and (iii) 3.750% Senior Unsecured Notes due 2031 (“New Unsecured March 2031 Notes,” and, together with the New Unsecured 2029 Notes and New Unsecured February 2031 Notes, the “Constellation Notes”) by Constellation having the same interest payment dates, maturity dates and interest rates as the Calpine Notes (each, an “Exchange Offer”, and collectively, the “Exchange Offers”) and (B) Constellation’s related solicitation of consents, on behalf of Calpine (the “Consent Solicitations”), to adopt the Proposed Amendments (as defined below), pursuant to the terms and subject to the conditions set forth in an exchange offers memorandum and consent solicitations statement, dated December 9, 2025 (the “Offering Memorandum”).
Constellation has extended the expiration date of the Exchange Offers and Consent Solicitations, which was originally scheduled to be 5:00 p.m., New York City time, on January 8, 2026, to 5:00 p.m., New York City time, on January 12, 2026, unless such date is extended or earlier terminated (such date and time, as they may be extended, the “Amended Expiration Date”). Constellation reserves the right to terminate, withdraw, amend or extend the Exchange Offers and Consent Solicitations in its sole discretion, subject to the terms and conditions set forth in the Offering Memorandum. The withdrawal deadline remains unchanged and has passed. As a result, any Calpine Notes tendered after 5:00 p.m., New York City time, on December 22, 2025 (the “Early Tender Deadline”) and on or prior to the Amended Expiration Date may not be withdrawn and the related consents delivered in the Consent Solicitations may not be revoked, except in certain limited circumstances where additional withdrawal rights are required by law.
Constellation also announced that it has received, on behalf of Calpine, the requisite consents to amend the Calpine Notes and the indentures governing the Calpine Notes (the “Calpine Indentures”) to eliminate substantially all of the restrictive covenants and events of default, other than payment-related and bankruptcy-related events of default (collectively, the “Proposed Amendments”), based on the early tender results. As of 5:00 p.m., New York City time, on the Early Tender Deadline, (i) $646,822,000 in aggregate principal amount of Existing Unsecured 2029 Notes, representing approximately 99.51% of the aggregate principal amount of Existing Unsecured 2029 Notes outstanding, had been validly tendered and not validly withdrawn (and consents thereby validly given and not validly revoked), (ii) $846,337,000 in aggregate principal amount of Existing Unsecured 2031 Notes, representing approximately 99.57% of the aggregate principal amount of Existing Unsecured 2031 Notes outstanding, had been validly tendered and not validly withdrawn (and consents thereby validly given and not validly revoked) and (iii) $794,462,000 in aggregate principal amount of Existing Secured 2031 Notes, representing approximately 88.27% of the aggregate principal amount of Existing Secured 2031 Notes outstanding, had been validly tendered and not validly withdrawn (and consents thereby validly given and not validly revoked).
Constellation intends for Calpine and the trustee for the Calpine Indentures to execute and deliver supplemental indentures to amend the Calpine Indentures giving effect to the Proposed Amendments. However, the Proposed Amendments will only become operative on the settlement date of the Exchange Offers, which is expected to occur on or about the third business day after the Amended Expiration Date, unless Constellation extends or terminates the Exchange Offers (such date and time, as the same may be extended, the “Settlement Date”), and no earlier than the consummation of the previously announced merger transaction contemplated by that certain Agreement and Plan of Merger, dated as of January 10, 2025, by and among Constellation Energy Corporation and Calpine (the “Transaction”). Consents of the holders of at least 66-2/3% in aggregate principal amount of the Existing 2031 Secured Notes have been received, and therefore the Proposed Amendments will also provide that the Existing Secured 2031 Notes Indenture will be amended to eliminate the security interest granted thereunder and to release the collateral securing the Existing 2031 Secured Notes.
For each $1,000 principal amount of Calpine Notes validly tendered in the Exchange Offers, not validly withdrawn by the Early Tender Deadline and accepted for exchange, the eligible holder of such Calpine Notes will receive Constellation Notes in an equal principal amount as the tendered Calpine Notes and cash consideration (the “Cash Consideration” and, together with such amount of Constellation Notes, the “Total Exchange Consideration”) of approximately (i) $1.00 per $1,000 principal amount of Calpine Notes (with respect to the Existing Unsecured 2029 Notes), (ii) $1.00 per $1,000 principal amount of Calpine Notes (with respect to the Existing Unsecured 2031 Notes) and (iii) $2.83 per $1,000 principal amount of Calpine Notes (with respect to the Existing Secured 2031 Notes).
Eligible holders who validly tender their Calpine Notes after the Early Tender Deadline but on or prior to the Amended Expiration Date will be eligible to receive $970 principal amount of the Constellation Notes per $1,000 principal amount of Calpine Notes validly tendered but no Cash Consideration (the “Exchange Consideration”).
Interest on the Constellation Notes will accrue from (and including) the last interest payment date on which interest was paid on the Calpine Notes, and, accordingly, no accrued interest will be paid on the Settlement Date in respect of Calpine Notes accepted for exchange, except with respect to cash paid in lieu of Constellation Notes not delivered, as described below.
The Constellation Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. No tender of Calpine Notes will be accepted if it would result in the issuance of less than $2,000 principal amount of the Constellation Notes. If the principal amount of Constellation Notes that would otherwise be required to be delivered in exchange for a tender of Calpine Notes would not equal $2,000 or an integral multiple of $1,000 in excess thereof, then the principal amount of such Constellation Notes will be rounded down to $2,000 or the nearest integral multiple of $1,000 in excess thereof, and Constellation will pay cash (in lieu of such Constellation Notes not delivered) equal to the remaining portion of the Exchange Consideration for such Calpine Notes plus accrued and unpaid interest with respect to that portion to, but not including, the Settlement Date.
Constellation’s obligation to accept and exchange the Calpine Notes validly tendered pursuant to the Exchange Offer is subject to certain conditions as set forth in the Offering Memorandum. The Exchange Offers and Consent Solicitations are not conditioned upon any minimum aggregate principal amount of Calpine Notes being validly tendered for exchange, but are conditioned upon, among others, the consummation of the Transaction. Other than the consummation of the Transaction (without which the Exchange Offers will not be consummated, neither the Exchange Consideration nor the Total Exchange Consideration will be paid, nor will the Proposed Amendments take effect), Constellation may generally waive any condition with respect to the Exchange Offers and Consent Solicitations, in its sole discretion, at any time.
The Exchange Offers are being made only to holders of Calpine Notes who satisfy the eligibility conditions described under “Disclaimer” below. Holders of Calpine Notes who desire a copy of the eligibility letter should contact D.F. King & Co., Inc., the information agent and exchange agent for the Exchange Offers and Consent Solicitations, at (866) 796-3441 or via e-mail at CEG@dfking.com. Banks and brokers should call (212) 448-4476. Eligible holders may go to www.dfking.com/CEG to confirm their eligibility. D.F. King & Co., Inc. will also provide copies of the Offering Memorandum to eligible holders of Calpine Notes.
Holders of Calpine Notes are advised to check with any bank, securities broker or other intermediary through which they hold Calpine Notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offers and Consent Solicitations before the deadlines specified herein and in the Offering Memorandum. The deadlines set by each clearing system for the submission and withdrawal of exchange instructions will also be earlier than the relevant deadlines specified herein and in the Offering Memorandum.
Dec 12, 2025
