Constellation completes exchange of $2.29 billion of Calpine notes into its own notes
On January 15, 2026, Constellation completed exchange offers for Calpine's senior notes, with $2,289,722,000 in principal tendered and accepted. Calpine's noteholders also approved amendments that remove substantially all restrictive covenants and events of default, other than payment and bankruptcy defaults. The filing comes after Constellation's January 7, 2026 completion of its acquisition of Calpine, and it shows how Calpine's debt is being moved into Constellation's own notes.
- $2,289,722,000 in Calpine notes were validly tendered, accepted, retired and canceled; the exchange offers have expired.
- New Constellation notes: 4.625% due February 1, 2029; 5.000% due February 1, 2031; 3.750% due March 1, 2031, with the same interest rates and maturities as the Calpine notes they replace.
- Consent solicitation amendments eliminate substantially all restrictive covenants and events of default, other than payment-related and bankruptcy-related defaults.
- Settlement date was January 15, 2026, with the supplemental indentures signed the same day.