Constellation Energy Corp. Files 8-K: Material Agreement & Equity Update

Ticker: CEG · Form: 8-K · Filed: Jan 13, 2025 · CIK: 1868275

Constellation Energy CORP 8-K Filing Summary
FieldDetail
CompanyConstellation Energy CORP (CEG)
Form Type8-K
Filed DateJan 13, 2025
Risk Levelmedium
Pages9
Reading Time11 min
Key Dollar Amounts$4.50 billion, $500 million
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, equity-securities, filing

TL;DR

CEG filed an 8-K for a material agreement and equity sales. Details pending.

AI Summary

Constellation Energy Corp. entered into a material definitive agreement on January 10, 2025. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. Specific details of the agreement and the equity sales were not provided in this summary.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and unregistered equity sales, which can introduce financial and operational risks if not managed properly.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Constellation Energy Corp. on January 10, 2025?

The filing indicates a material definitive agreement was entered into on January 10, 2025, but the specific details of this agreement are not provided in the summary information.

What type of equity securities were sold in the unregistered sales reported by Constellation Energy Corp.?

The filing mentions unregistered sales of equity securities, but the specific type and details of these securities are not elaborated upon in the provided summary.

When was Constellation Energy Corp. formerly known as Constellation Newholdco, Inc.?

Constellation Energy Corp. was formerly known as Constellation Newholdco, Inc. as of June 17, 2021.

What is the primary business of Constellation Energy Corp. according to its SIC code?

Constellation Energy Corp.'s Standard Industrial Classification (SIC) code is 4911, which corresponds to Electric Services.

What are the business addresses for Constellation Energy Corp. and Constellation Energy Generation LLC?

Constellation Energy Corp.'s business address is 1310 Point Street, Baltimore, Maryland 21231. Constellation Energy Generation LLC's business address is 200 Energy Way, Kennett Square, Pennsylvania 19348-2473.

Filing Stats: 2,820 words · 11 min read · ~9 pages · Grade level 17.6 · Accepted 2025-01-13 16:06:42

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On January 10, 2025, Constellation Energy Corporation (Nasdaq: CEG) ("Constellation"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among Calpine Corporation, a Delaware corporation ("Calpine"), CPN CS Holdco Corp., a Delaware corporation and wholly owned subsidiary of Calpine ("New Company"), CPN CKS Corp., a Delaware corporation and wholly owned subsidiary of New Company ("Company Merger Sub"), Constellation, Cascade Transco Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Constellation ("First Merger Sub"), Cascade Transco – 1, LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of Constellation ("Second Merger Sub"), and Volt Energy Holdings GP, LLC, a Delaware limited liability company, solely in its capacity as the representative of the stockholders of Calpine (the "Stockholders' Representative"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement. Constellation's Board of Directors (the "Board") has unanimously approved the Merger Agreement. The completion of the Mergers does not require approval of the Constellation stockholders. Calpine's Board of Directors has unanimously approved the Merger Agreement, and certain direct and indirect owners of Calpine have executed and delivered written consents adopting and approving the Merger Agreement and the transactions contemplated thereunder. The Merger Agreement provides for a series of transactions on the terms and subject to the conditions set forth in the Merger Agreement whereby (i) at least three (3) days prior to Closing, Calpine, New Company and Company Merger Sub will begin an internal reorganization pursuant to which Company Merger Sub will merge with and into Calpine, with Calpine surviving the merger as a wholly owned subsidiary of New Company and the holders of Company Common Shares and Company Res

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities The disclosure set forth in Item 1.01 above is incorporated by reference in this Item 3.02. The issuance of the Stock Consideration to the Calpine Stockholders will be completed in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering. Section 9 - Financial Statements and Exhibits

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of January 10 , 2025, by and among Calpine Corporation, CPN CS Holdco Corp., CPN CKS Corp., Constellation Energy Corporation, Cascade Transco Inc., Cascade Transco – 1, LLC and Volt Energy Holdings GP, LLC , solely in its capacity as the representative of the stockholders of Calpine Corporation * 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. * Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Constellation will furnish the omitted schedules to the SEC upon request by the SEC. * * * * * This combined Current Report on Form 8-K is being furnished separately by Constellation Energy Corporation and Constellation Energy Generation, LLC (collectively, the "Registrants"). Information contained herein relating to any individual Registrant has been furnished 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 proposed transaction between Constellation and Calpine, the expected closing of the proposed transaction

SIGNATURES

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 January 13, 2025 EXHIBIT INDEX Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of January 10 , 2025, by and among Calpine Corporation, CPN CS Holdco Corp., CPN CKS Corp., Constellation Energy Corporation, Cascade Transco Inc., Cascade Transco – 1, LLC and Volt Enerfy Holdings GP, LLC , solely in its capacity as the representative of the stockholders of Calpine Corporation * 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. * Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Constellation will furnish the omitted schedules to the Securities and Exchange Commission ("SEC") upon request by the SEC.

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