Constellation Energy Corp 8-K

What Happened
Constellation Energy Generation, LLC announced on Dec. 23, 2025 that it extended the expiration of its private exchange offers and related consent solicitations (originally set to expire Jan. 8, 2026) to 5:00 p.m. New York time on Jan. 12, 2026. The offers let eligible holders exchange certain outstanding Calpine Corporation notes for newly issued Constellation unsecured notes with the same interest rates and maturities. Based on early-tender results (deadline Dec. 22, 2025), Constellation reported it received the consents needed to amend the Calpine indentures to remove substantially all restrictive covenants and non–payment/bankruptcy events of default (the “Proposed Amendments”). The Proposed Amendments will become operative only upon settlement of the exchange offers (expected ~3 business days after the amended expiration date) and no earlier than the closing of the previously announced merger between Constellation and Calpine.

Key Details

• Amended Expiration Date: Jan. 12, 2026, 5:00 p.m. (New York time). Early Tender Deadline (withdrawal deadline) was Dec. 22, 2025 and has passed.
• Early-tender consent results (as of Dec. 22, 2025):
  • Existing Unsecured 2029 Notes: $646,822,000 tendered — ~99.51% of outstanding.
  • Existing Unsecured 2031 Notes: $846,337,000 tendered — ~99.57% of outstanding.
  • Existing Secured 2031 Notes: $794,462,000 tendered — ~88.27% of outstanding.
• Exchange mechanics: holders may receive new Constellation unsecured notes (4.625% due 2029; 5.000% due 2031; 3.750% due 2031) that match the Calpine notes’ interest rates and maturities. The consented amendments remove most covenants and non-payment/default triggers except payment-related and bankruptcy-related defaults.
• Condition: The exchange offers/consents are part of a private offering and are conditioned on receipt of required consents and the consummation of the merger transaction between Constellation and Calpine.

Why It Matters
For investors, the high early-tender/consent rates indicate the amendments are likely to proceed, subject to settlement and completion of the merger. Removing most covenants and non-payment defaults reduces contractual protections that previously limited the issuer’s actions under the Calpine notes, which is a material change to the notes’ terms. Because the exchange offers and amendments are tied to Constellation’s planned merger with Calpine and will only take effect upon settlement and the transaction closing, the ultimate outcome — and any impact on credit profile or combined capital structure — depends on the merger closing and final settlement of the offers.