BALTIMORE – January 13, 2026 – Constellation Energy Generation, LLC (“Constellation”), a Pennsylvania limited liability company, announced today the expiration and final results of (A) the 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 newly issued (a) 4.625% Senior Unsecured Notes due 2029 (“New Unsecured 2029 Notes”), (b) 5.000% Senior Unsecured Notes due 2031 (“New Unsecured February 2031 Notes”) and (c) 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 (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). The Exchange Offers and Consent Solicitations were made 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”). The Exchange Offers and Consent Solicitations expired at 5:00 P.M., New York City time, on January 12, 2026 (the “Expiration Date”).
As of 5:00 P.M., New York City time, on the Expiration Date, (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the aggregate principal amount of Existing Unsecured 2029 Notes outstanding, had been validly tendered and not validly withdrawn (and consents thereby validly given and not validly revoked), (ii) $847,698,000 in aggregate principal amount of Existing Unsecured 2031 Notes, representing approximately 99.73% 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the aggregate principal amount of Existing Unsecured 2031 Notes outstanding, had been validly tendered and not validly withdrawn (and consents thereby validly given and not validly revoked) and (iii) $795,202,000 in aggregate principal amount of Existing Secured 2031 Notes, representing approximately 88.36% 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). In addition, as previously announced on December 23, 2025, Constellation 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 the payment-related and bankruptcy-related events of default (collectively, the “Proposed Amendments”). 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.
As of the Expiration Date, the conditions required for the consummation of the Exchange Offers, as detailed in the Offering Memorandum, had been met or waived, including the consummation of the Company's acquisition of Calpine, which occurred on January 7, 2026. For each $1,000 principal amount of Calpine Notes validly tendered in the Exchange Offers, not validly withdrawn by December 22, 2025 (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 Expiration Date will 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”). The settlement of the Exchange Offers is expected to occur on or around January 15, 2026.
The Exchange Offers were made only to holders of Calpine Notes who satisfied the eligibility conditions described under “Disclaimer” below. Eligible holders of Calpine Notes may obtain copies of the Offering Memorandum from 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.
Jan 07, 2026
