Constellation Energy files 8-K/A: other material event
Item 8.01. Other Events On January 7, 2026, Constellation Energy Corporation (Nasdaq:
CEG) (“CEG Parent”) and Constellation Energy Generation, LLC, a Pennsylvania limited liability company (“Constellation”)
completed the previously announced transactions contemplated by the Agreement and Plan of Merger, dated January 10, 2025 (the “Merger
Agreement”), by and among Calpine Corporation, a Delaware corporation (“Calpine”), certain wholly-owned direct and indirect subsidiaries of Calpine and 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”). As a result of the transactions contemplated by the Merger
Agreement, Calpine was converted into a limited liability company, Calpine LLC, and became an indirect, wholly owned subsidiary of Constellation.
In connection with the completion of the Merger, the following financial statements are filed as exhibits hereto:
· The audited consolidated financial statements of Calpine as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023, and the related notes to the consolidated financial statements, which are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference; and
· The unaudited pro forma condensed combined financial statements of CEG Parent and Constellation as of and for the year ended December 31, 2025, and the related notes to the unaudited pro forma condensed combined financial statements, which are filed as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.
The unaudited pro forma condensed combined financial statements give pro forma effect to the acquisition of Calpine. The pro forma financial statements are derived from the historical financial statements of CEG Parent, Constellation and Calpine.
Section 9 - Financial Statements and Exhibits
Annual Report for the year ended December 31, 2025 ______________________ Calpine Corporation (A Delaware Corporation) I.R.S. Employer Identification No. 77-0212977 717 Texas Avenue, Suite 1000, Houston, Texas 77002 Telephone: (713) 830-2000
CALPINE CORPORATION AND SUBSIDIARIES ANNUAL REPORT For the Year Ended December 31, 2025 TABLE OF CONTENTS Page Item 1. Business Overview viii Item 2. Financial Statements and Unaudited Supplementary Data 10 Signatures 11 Index of Consolidated Financial Statements 12 i
DEFINITIONS As used in this report for the year ended December 31, 2025 (this “Report”), the following abbreviations and terms have the meanings as listed below. Additionally, the terms “Calpine,” “we,” “us,” “our,” and "the Company" refer to Calpine Corporation and its consolidated subsidiaries, unless the context clearly indicates otherwise. The term “Calpine Corporation” refers only to Calpine Corporation and not to any of its subsidiaries.
Unless and as otherwise stated, any references in this Report to any agreement means such agreement and all schedules, exhibits and attachments in each case as amended, restated, supplemented or otherwise modified to the date of the issuance of this Report. 2026 First Lien Notes Collectively, the $625 million initial aggregate principal amount of 5.25% Senior Secured Notes due 2026, issued May 31, 2016, and the $560 million initial aggregate principal amount of 5.25% Senior Secured Notes due 2026, issued December 15, 2017. 2026 First Lien Term Loans Collectively, the $950 million first lien senior secured term loan, issued April 5, 2019, and the $750 million first lien senior secured term loan, issued August 12, 2019. 2027 First Lien Term Loan The $860 million first lien senior secured term loan, issued December 16, 2020.
In January 2024, we amended our 2027 First Lien Term Loan to reduce the applicable margin. 2028 First Lien Notes The $1.250 billion initial aggregate and current outstanding principal amount of 4.50% senior secured notes due 2028, issued December 20, 2019. 2028 Senior Unsecured Notes The $1.400 billion initial aggregate and current outstanding principal amount of 5.125% senior unsecured notes due 2028, issued December 27, 2019. 2029 Senior Unsecured Notes The $650 million initial aggregate and current outstanding principal amount of 4.625% senior unsecured notes due 2029, issued August 10, 2020. 2031 First Lien Term Loans The $1.650 billion first lien senior secured term loans are our legacy 2026 First Lien Term Loans as refinanced in January 2024, and repriced and consolidated in December 2024 extending the maturity date to January 2031. 2031 First Lien Notes The $900 million initial aggregate and current outstanding principal amount of 3.75% senior secured notes due 2031, issued December 16, 2020. 2031 Senior Unsecured Notes The $850 million initial aggregate and current outstanding principal amount of 5.00% senior unsecured notes due 2031, issued August 10, 2020. 2032 First Lien Term Loan The $860 million first lien senior secured term loan is our legacy 2027 First Lien Term Loans as refinanced in December 2024 extending the maturity date to February 2032.
AB Assembly Bill Accounts Receivable Sales Program Receivables purchase agreement between Calpine Solutions and Calpine Receivables and the purchase and sale agreement between Calpine Receivables and an unaffiliated financial institution, which together allows for the revolving sale of up to $500 million in certain trade accounts receivables to third parties. AOCI Accumulated Other Comprehensive Income ASC Accounting Standards Codification ASU Accounting Standards Update Average availability Represents the total hours during the period that our plants were in-service or available for service as a percentage of the total hours in the period. Average capacity factor, excluding peakers A measure of total actual power generation as a percent of total potential power generation.
It is calculated by dividing (a) total MWh generated by our power plants, excluding peakers, by (b) the product of multiplying (i) the average total MW in operation, excluding peakers, during the period by (ii) the total hours in the period. ABBREVIATION DEFINITION ii
Board of Directors Calpine Corporation Board of Directors Btu British thermal unit(s), a measure of heat content Calpine Receivables Calpine Receivables, LLC, an indirect, wholly-owned subsidiary of Calpine, which was established as a bankruptcy remote, special purpose subsidiary and is responsible for administering the Accounts Receivable Sales Program. Calpine Solutions Calpine Energy Solutions, LLC, an indirect, wholly-owned subsidiary of Calpine, which is a supplier of power to commercial and industrial retail customers in the United States with customers in 18 states, including presence in California, Texas, the mid-Atlantic and the Northeast. CAISO California Independent System Operator is an entity that manages the power grid and operates the competitive power market in California.
CAMT Corporate Alternative Minimum Tax CCFC Calpine Construction Finance Company, L.P., an indirect, wholly-owned subsidiary of Calpine. CCFC Term Loan The $1.875 billion first lien senior secured term loan dated December 15, 2017, as amended on June 6, 2024, and September 16, 2024, issued by CCFC and due July 31, 2030. On November 18, 2025, CCFC refinanced to increase the total notional principal amount of the CCFC Term Loan from $1.875 billion to $2.100 billion. CDHI Calpine Development Holdings, LLC (CDHI) is an indirect, wholly-owned subsidiary of Calpine. CDHI Credit Agreement The approximately $1.158 billion aggregate amount letter of credit, reimbursement, and revolving credit agreement dated March 29, 2023 as amended and restated, issued by CDHI Intermediate Holdco, LLC and Calpine York Holdings, LLC.
Class A common shares Class of common stock of the Company held by CPN Management, LP. Class A common shares retain all voting rights in relation to Calpine as well as the rights and obligations as specified under the Stockholders Agreement and the Sixth Amended and Restated Certificate of Incorporation of Calpine. Class B common shares Class B common shares have no voting rights in relation to Calpine. The rights and obligations of this class of common shares are specified under the Stockholders Agreement and the Sixth Amended and Restated Certificate of Incorporation of Calpine. Class C common shares Class of common stock of the Company with no current issuances. Class C common shares have no voting rights in relation to Calpine.