Constellation Energy Generation, LLC announced on December 9 2025 that it has begun private exchange offers for all outstanding Calpine Corporation notes. The program covers the 4.625% Senior Unsecured Notes due 2029, the 5.000% Senior Unsecured Notes due 2031, and the 3.750% Senior Secured Notes due 2031, allowing holders to swap them for new Constellation notes with identical interest rates and maturities but without the original redemption features and with enhanced call protection.
The exchange terms provide cash consideration for early‑tender holders: $2.50 per $1,000 principal for secured notes and $1.00 per $1,000 for unsecured notes. The early‑tender deadline is December 22 2025; after that date, holders can still exchange their notes but will receive only the new Constellation notes and no cash consideration. The offers expire on January 8 2026, with settlement expected shortly thereafter.
This debt‑restructuring move is a key step in integrating Calpine’s debt into Constellation’s capital structure following the January 10 2025 acquisition. By consolidating the Calpine debt, Constellation reduces complexity, improves call protection, and aligns the terms with its own BBB+ investment‑grade profile, potentially lowering future financing costs and strengthening its balance sheet.
Financially, Constellation’s Q3 2025 earnings showed adjusted operating earnings of $3.04 per share, up from $2.74 in Q3 2024, driven by strong nuclear and commercial performance. The company has a $1.028 billion long‑term debt maturity in 2025 and issued a $900 million senior unsecured note in 2054 for green projects. The exchange reduces exposure to Calpine’s higher‑cost debt and supports the company’s guidance for 2025 adjusted operating earnings of $8.90‑$9.60 per share.
Management emphasized the strategic importance of the exchange. CEO Joe Dominguez said the move supports Constellation’s goal of building a clean‑energy leader and that integrating Calpine’s debt is a critical step. CFO Dan Eggers noted that the exchange underpins the company’s confidence in its 2025 guidance and reflects the combined entity’s financial strength.
While the exchange announcement itself did not trigger a reported market reaction, the earlier Calpine acquisition announcement on January 10 2025 saw a significant positive reaction driven by the creation of the largest U.S. power generator and projected $2 billion-plus free cash flow. The debt exchange reinforces the strategic benefits realized by the acquisition and positions Constellation for continued growth.
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