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Constellation Announces Private Exchange Offers and Consent Solicitations for Calpine Corporation Notes

BALTIMORE--(BUSINESS WIRE)-- Constellation Energy Generation, LLC (“Constellation”), a Pennsylvania limited liability company, announced today that it has

articleConstellation Energy CorporationDecember 9, 20254/company/constellation-energy-corp/news/constellation-announces-private-exchange-offers-and-consent-solicitations-calpine
Constellation Announces Private Exchange Offers and Consent Solicitations for Calpine Corporation Notes

About this update from Constellation Energy Corporation

[{"type":"text","content":" BALTIMORE--(BUSINESS WIRE)--\nConstellation Energy Generation, LLC (“Constellation”), a Pennsylvania limited liability company, announced today that it has commenced private offers to exchange any and all of the outstanding (i) 4.625% Senior Unsecured Notes due 2029 (“Existing Unsecured 2029 Notes”), (ii) 5.000% Senior Unsecured Notes due 2031 (“Existing Unsecured 2031 Notes”) and (iii) 3.750% Senior Secured Notes (“Existing Secured 2031 Notes” and, together with the Existing Unsecured 2029 Notes and the Existing Unsecured 2031 Notes, the “Calpine Notes”) of Calpine Corporation (“Calpine”), a Delaware corporation, for, to the extent held by eligible noteholders, newly issued (i) 4.625% Senior Unsecured Notes due 2029 (“New Unsecured 2029 Notes”), (ii) 5.000% Senior Unsecured Notes due 2031 (“New Unsecured February 2031 Notes”) and (iii) 3.750% Senior Unsecured Notes due 2031 (“New Unsecured March 2031 Notes,” and, together with the New Unsecured 2029 Notes and New Unsecured February 2031 Notes, the “Constellation Notes”) by Constellation having the same interest payment dates, maturity dates and interest rates as the Calpine Notes (each, an “Exchange Offer”, and collectively, the “Exchange Offers”). The New February 2031 Unsecured Notes and New March 2031 Unsecured Notes will no longer have certain redemption features associated with their respective Calpine Notes and will contain superior call protection to the Calpine Notes. Eligible holders of Calpine Notes tendered by the Early Tender Deadline (as defined below) and not validly withdrawn before the Withdrawal Deadline (as defined below), will also receive the Cash Consideration (as defined below).\n\nConcurrently with the Exchange Offers, Constellation is soliciting consents (collectively, the “Consent Solicitations”) from eligible holders of Calpine Notes, on behalf of Calpine, to amend the Calpine Notes and the indentures governing the Calpine Notes (collectively, the “Calpine Indentures”) to eliminate substantially all of the restrictive covenants, restrictive provisions and events of default from the Calpine Indentures and the Calpine Notes, other than payment-related and bankruptcy-related events of default. Consents of the holders of not less than a majority in aggregate principal amount of the Calpine Notes must be obtained for the amendments to the Calpine Notes and...

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