Constellation Energy Corp 8-K

What Happened
Constellation Energy Corporation (CEG) closed the previously announced merger that made Calpine Corporation a wholly owned subsidiary (transactions completed January 7, 2026 per the Merger Agreement dated January 10, 2025). On the Settlement Date, January 15, 2026, Constellation completed private exchange offers to convert outstanding Calpine notes into newly issued Constellation notes and solicited consents to amend the Calpine indentures. $2,289,722,000 aggregate principal amount of Calpine notes were validly tendered, accepted, retired and canceled. Calpine also entered into supplemental indentures to remove substantially all restrictive covenants and non‑payment events of default (leaving payment‑related and bankruptcy‑related defaults).

Key Details

• Closing dates: Merger transactions completed Jan 7, 2026; Exchange Offers and Consent Solicitations settled Jan 15, 2026.
• Tendered/accepted: $2,289,722,000 aggregate principal amount of Calpine notes were exchanged and canceled (will not be reissued).
• New Constellation notes issued match original terms:
  • New 2029 Senior Notes: 4.625% interest, due Feb 1, 2029 (interest Feb 1 / Aug 1).
  • New February 2031 Senior Notes: 5.000% interest, due Feb 1, 2031 (interest Feb 1 / Aug 1).
  • New March 2031 Senior Notes: 3.750% interest, due Mar 1, 2031 (interest Mar 1 / Sep 1).
• Calpine Indentures amended via supplemental indentures to eliminate most restrictive covenants and non‑payment defaults; Constellation Notes issued under Constellation’s indenture (Sept 28, 2007 trustee).

Why It Matters
This filing documents Constellation’s integration of Calpine and a material change in debt structure: Constellation assumed and issued replacement debt (the Constellation Notes) and Calpine’s legacy notes were retired and canceled. Investors should note the aggregate principal exchanged (~$2.29B), the matching interest rates/maturities of the new notes, and that Calpine’s indentures were amended to remove many covenants—reducing contractual restrictions on the business but also removing some creditor protections. These actions create direct financial obligations of Constellation and can affect the combined company’s leverage, cash interest requirements, and credit profile. The filing also includes the standard forward‑looking statement cautions.