Constellation Launches Private Exchange Offer for Calpine Notes

Constellation aims to acquire Calpine's outstanding notes through a voluntary exchange program.

Apr. 12, 2026 at 7:19pm

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An extreme close-up of gears, levers, and other heavy industrial banking equipment, conveying the complex financial machinery behind a corporate bond exchange.The intricate mechanics of corporate bond exchanges and restructurings, captured in an industrial-style macro photograph.Baltimore Today

Constellation Energy Generation, LLC has initiated private exchange offers for holders of Calpine Corporation's outstanding notes, including the 4.625% Senior Unsecured Notes due 2029, 5.000% Senior Unsecured Notes due 2031, and 3.750% Senior Secured Notes due 2031. Constellation will issue new notes with the same terms in exchange for the Calpine notes, while also soliciting consent from Calpine noteholders to amend the indentures to remove certain restrictive covenants.

Why it matters

The exchange offer and consent solicitation are part of Constellation's strategy to consolidate its position in the energy generation market following its recent merger with Calpine. By acquiring Calpine's outstanding notes, Constellation can streamline its capital structure and gain more flexibility in managing the combined company's finances.

The details

Constellation is offering to exchange Calpine's notes for new Constellation notes with the same interest rates, maturity dates, and payment schedules. The new Constellation notes will also have improved call protection compared to the original Calpine notes. Concurrently, Constellation is seeking consent from Calpine noteholders to amend the indentures and remove most restrictive covenants, except for payment-related and bankruptcy-related defaults.

  • The exchange offers and consent solicitations were announced on December 9, 2025.
  • The offers are set to expire on January 8, 2026, unless extended or terminated earlier.
  • Tenders can be withdrawn until the withdrawal deadline, after which they become irrevocable.

The players

Constellation Energy Generation, LLC

A Pennsylvania limited liability company and a subsidiary of Constellation, a leading energy company.

Calpine Corporation

An independent power generation company that operates natural gas-fired and geothermal power plants.

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What’s next

Constellation's obligation to accept and exchange Calpine Notes is subject to certain conditions, including the receipt of requisite consents for Calpine Indenture amendments and the completion of a previously announced merger transaction.

The takeaway

The exchange offer and consent solicitation are part of Constellation's broader strategy to streamline its capital structure and gain more flexibility in managing the combined company's finances following its merger with Calpine.