8-K – 2025-12-09 – tm2532248d3_8k.htm

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UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 

 
Washington, D.C.
20549
 

 
FORM 8-K
 

 
CURRENT
REPORT
 

 
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
 

 
 
 

 
December 9, 2025
 

 
 
 

 
Date
of Report (Date of earliest event reported)
 

 

Commission

File Number  
 
Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number
 
IRS Employer Identification

Number

 
 
 
 
 

001-41137
 
CONSTELLATION ENERGY CORPORATION
 
87-1210716

 
 
(a Pennsylvania corporation)

1310 Point Street

Baltimore , Maryland 21231-3380

( 833 )  883-0162

 
 

 

333-85496
 
CONSTELLATION ENERGY GENERATION, LLC
 
23-3064219

 
 

(a Pennsylvania limited liability company)

200 Energy Way

Kennett Square , Pennsylvania 19348-2473

( 833 ) 883-0162

 
 

  

Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:

¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

Securities
registered pursuant to Section 12(b) of the Act:

 

Title
of each class
 
Trading

Symbol(s)
 
Name
of each exchange on which registered

CONSTELLATION
ENERGY CORPORATION :
 
 
 
 

Common
Stock, without par value
 
CEG
 
The Nasdaq Stock Market LLC

  

Indicate
by check mark whether any of the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

 

If
an emerging growth company, indicate by check mark if any of the registrants have elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

Co-Registrant CIK
0001168165

Co-Registrant Amendment Flag
false

Co-Registrant Form Type
8-K

Co-Registrant Written Communications
false

Co-Registrant Solicitating Materials
false

Co-Registrant PreCommencement Tender Offer
false

Co-Registrant PreCommencement Issuer Tender Offer
false

Co-Registrant Entity Emerging Growth Company
false

 

 

Item 8.01. Other Events

 

On January 10, 2025, Constellation Energy Corporation
(Nasdaq: CEG) (“CEG Parent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and
among Calpine Corporation, a Delaware corporation (“Calpine”), certain wholly-owned direct and indirect subsidiaries of
Calpine, CEG Parent, and Volt Energy Holdings GP, LLC, a Delaware limited liability company, solely in its capacity as the
representative of the stockholders of Calpine. The Merger Agreement provides for a series of transactions (the “Merger”)
on the terms and subject to the conditions set forth therein whereby Calpine will become an indirect, wholly owned subsidiary of
Constellation Energy Generation, LLC (“Constellation”).

 

On December 9, 2025, Constellation announced that, in connection with the planned acquisition of Calpine by CEG Parent, Constellation is commencing private exchange offers
(the “Exchange Offers”) and related consent solicitations (the “Consent Solicitations”) with respect to 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.
The Exchange Offers and the Consent Solicitations are being made upon the terms and conditions set forth in an exchange offers memorandum
and consent solicitations statement dated December 9, 2025 (the “Offering Memorandum”), copies of which will be made
available to holders of the Calpine Notes eligible to participate in the Exchange Offers (“Eligible Holders”).Pursuant to
the Exchange Offers, Constellation is offering to issue new notes in exchange for any and all of the Calpine Notes held by Eligible Holders.
In addition, pursuant to the Consent Solicitations, Constellation is soliciting consents on behalf of Calpine from Eligible Holders to
amend the Calpine Notes and the related indentures under which they were issued to eliminate substantially all of the restrictive covenants,
restrictive provisions and events of default, other than payment-related and bankruptcy-related events of default.

 

The Exchange Offers and Consent Solicitations are being made solely
pursuant to the conditions set forth in the Offering Memorandum in a private offering exempt from, or not subject to, registration under
the Securities Act of 1933, as amended, and are conditioned upon, among other things, receipt of the requisite consents in connection
with the Consent Solicitation and the consummation of the planned acquisition.

 

This announcement does not constitute an offer to sell or purchase,
or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer,
solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Exchange
Offers and Consent Solicitations are being made solely pursuant to the Offering Memorandum and only to such persons and in such jurisdictions
as is permitted under applicable law.

 

A copy of the press release issued by Constelllation is attached as
Exhibit 99.1 hereto and is incorporated by reference herein.

 

Section 9 - Financial Statements and Exhibits

 

Item 9.01. Financial Statements and Exhibits

 

(d)            Exhibits.

 

Exhibit No.
 
Description

99.1
 
Press release dated December 9, 2025.

 
 
 

101
 
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

 
 
 

104
 
The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

 

* * * * *

 

This combined Current Report on
Form 8-K is being filed separately by Constellation Energy Corporation and Constellation Energy Generation, LLC, (collectively,
the “Registrants”). Information contained herein relating to any individual Registrant has been filed by such
Registrant on its own behalf. Neither Registrant makes any representation as to information relating to the other Registrant.

 

 

 

 

This Current Report on Form 8-K contains
certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks
and uncertainties. Words such as “could,” “may,” “expects,” “anticipates,” “will,”
“targets,” “goals,” “projects,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” “predicts,” and variations on such words, and similar expressions that reflect
the Registrants’ current views with respect to future events and operational, economic, and financial performance, are intended
to identify such forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the
Exchange Offers, the Consent Solicitations, the expected timing and likelihood of completion of the Exchange Offers, the Consent Solicitations
and the Merger, the pro forma combined company and its operations, strategies, plans, synergies, opportunities and anticipated future
performance and capital structure. Information adjusted for the Merger should not be considered a forecast of future results. Although
the Registrants believe these forward-looking statements are reasonable, statements made regarding future results are not guarantees of
future performance and are subject to numerous assumptions, uncertainties and risks that are difficult to predict. Forward-looking statements
are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual
results to differ materially from those projected.

 

Actual outcomes and results may differ materially
from the results stated or implied in the forward-looking statements included in this Current Report on Form 8-K due to a number
of factors, including, but not limited to the risk that problems may arise in successfully integrating the businesses of the companies,
which may result in the combined company not operating as effectively and efficiently as expected, and the risk that the combined company
may be unable to achieve synergies or other anticipated benefits of the Merger or it may take longer than expected to achieve those synergies
or benefits. Other unpredictable or unknown factors not discussed in this Current Report on Form 8-K could also have material adverse
effects on forward-looking statements.

 

The factors that could cause actual results to
differ materially from the forward-looking statements made by the Registrants include those factors discussed herein, as well as the items
discussed in (1) the Registrants’ 2024 Annual Report on Form 10-K in (a) Part I, ITEM 1A. Risk Factors,
(b) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part II, ITEM
8. Financial Statements and Supplementary Data: Note 18, Commitments and Contingencies; (2) the Registrants’ Third Quarter
2025 Quarterly Report on Form 10-Q in (a) Part II, ITEM 1A. Risk Factors, (b) Part I, ITEM 2. Management’s
Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part I, ITEM 1. Financial Statements:
Note 14, Commitments and Contingencies; and (3) other factors discussed in filings with the Securities and Exchange Commission by
the Registrants.

 

Investors are cautioned not to place undue reliance
on these forward-looking statements, whether written or oral, which apply only as of the date of this Current Report on Form 8-K.
Neither Registrant undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances
after the date of this Current Report on Form 8-K.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities
Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 
CONSTELLATION ENERGY CORPORATION

 
 

 
/s/ Daniel L. Eggers

 
Daniel L. Eggers

 
Executive Vice President and Chief Financial Officer

 
 

 
CONSTELLATION ENERGY GENERATION, LLC

 
 

 
/s/ Daniel L. Eggers

 
Daniel L. Eggers

 
Executive Vice President and Chief Financial Officer

 
 

 

December 9, 2025