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_{(1)      Principal amount of Constellation Notes issued in exchange for each $1,000 principal amount of Calpine Notes validly tendered and accepted for exchange.}

_{(2)      Per $1,000 principal amount of the applicable series of Calpine Notes validly tendered by the Early Tender Deadline and not validly withdrawn by the Withdrawal Deadline and accepted for exchange, the Cash Consideration (as defined below) will be an amount equal to the product of $1.00 (with respect to the Existing Unsecured 2029 Notes), $1.00 (with respect to the Existing Unsecured 2031 Notes) and $2.50 (with respect to the Existing Secured 2031 Notes), in each case multiplied by a fraction, the numerator of which is the aggregate principal amount of the applicable series of Calpine Notes outstanding as of the Early Tender Deadline and the denominator of which is the aggregate principal amount of the applicable series of Calpine Notes validly tendered by the Early Tender Deadline and not validly withdrawn by the Withdrawal Deadline. As a result, the Cash Consideration (as defined below) for each series of Calpine Notes will range from $1.00 per $1,000 principal amount with respect to the Existing Unsecured 2029 Notes, $1.00 per $1,000 principal amount with respect to the Existing Unsecured 2031 Notes or $2.50 per $1,000 principal amount with respect to the Existing Secured 2031 Notes (in each case, if all eligible noteholders of each such series of Calpine Notes tender), respectively, to approximately $2.00 per $1,000 principal amount with respect to the Existing Unsecured 2029 Notes, $2.00 per $1,000 principal amount with respect to the Existing Unsecured 2031 Notes or $5.00 per $1,000 principal amount with respect to the Existing Secured 2031 Notes, respectively (in each case, if eligible noteholders of a simple majority of the aggregate principal amount of such series of the Calpine Notes tender).}

_{(3)      Exchange Consideration does not include, and eligible noteholders tendering after the Early Tender Deadline will not be eligible to receive, any Cash Consideration (as defined below). In addition, Exchange Consideration involves the issuance of $970 principal amount of Constellation Notes, as opposed to $1,000 principal amount of Constellation Notes, for each $1,000 principal amount of Calpine Notes validly tendered after the Early Tender Deadline and accepted for exchange.}

 

Indicative Timetable for the Exchange Offer and Consent Solicitation
Commencement Date	December 9, 2025
Withdrawal Deadline	5:00 p.m., New York City time, on December 22, 2025, unless extended or earlier terminated by Constellation.
Early Tender Deadline	5:00 p.m., New York City time, on December 22, 2025, unless extended or earlier terminated by Constellation.
Expiration Date	5:00 p.m., New York City time, on January 8, 2026, unless extended or earlier terminated by Constellation.
Settlement Date	Promptly after the Expiration Date, subject to the satisfaction or waiver of certain conditions as described in the Offering Memorandum. Expected to occur on or about the third business day after the Expiration Date, but subject to change.

 

The Exchange Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on January 8, 2026, unless such date is extended or earlier terminated (such date and time, as they may be extended, the “Expiration Date”). Tenders of Calpine Notes may be validly withdrawn and consents revoked at any time prior to 5:00 p.m., New York City time, on December 22, 2025 (such date and time, as they may be extended, the “Withdrawal Deadline”), but tenders and consents not so validly withdrawn will be irrevocable after the Withdrawal Deadline, except in certain limited circumstances where additional withdrawal rights are required by law. Constellation reserves the right to terminate, withdraw, amend or extend the Exchange Offers and Consent Solicitations in its sole discretion, subject to the terms and conditions set forth in the Offering Memorandum.

Subject to the terms and conditions set forth in the Offering Memorandum, for each $1,000 principal amount of Calpine Notes validly tendered in the Exchange Offer by 5:00 p.m., New York City time, on December 22, 2025 (such date and time, as they may be extended, the “Early Tender Deadline”), and not validly withdrawn by the Withdrawal Deadline, each eligible holder of Calpine Notes will be eligible to receive Constellation Notes in an equal principal amount as the tendered Calpine Notes accepted for exchange and a cash payment of an amount equal to the product of $1.00 (with respect to the Existing Unsecured 2029 Notes), $1.00 (with respect to the Existing Unsecured 2031 Notes) and $2.50 (with respect to the Existing Secured 2031 Notes), in each case multiplied by a fraction, the numerator of which is the aggregate principal amount of the applicable series of Calpine Notes outstanding as of the Early Tender Deadline and the denominator of which is the aggregate principal amount of the applicable series of Calpine Notes validly tendered by the Early Tender Deadline and not validly withdrawn by the Withdrawal Deadline (the “Cash Consideration” and, together with such amount of Constellation Notes, the “Total Exchange Consideration”). As a result, the Cash Consideration for each series of Calpine Notes will range from $1.00 per $1,000 principal amount with respect to the Existing Unsecured 2029 Notes, $1.00 per $1,000 principal amount with respect to the Existing Unsecured 2031 Notes or $2.50 per $1,000 principal amount with respect to the Existing Secured 2031 Notes (in each case, if all eligible noteholders of each such series of the Calpine Notes tender), respectively, to approximately $2.00 per $1,000 principal amount with respect to the Existing Unsecured 2029 Notes, $2.00 per $1,000 principal amount with respect to the Existing Unsecured 2031 Notes or $2.50 per $1,000 principal amount with respect to the Existing Secured 2031 Notes, respectively (in each case, if eligible noteholders of a simple majority of the aggregate principal amount of such series of the Calpine Notes tender).

Eligible holders who validly tender their Calpine Notes after the Early Tender Deadline but on or prior to the Expiration Date will be eligible to receive $970 principal amount of the Calpine Notes per $1,000 principal amount of Calpine Notes validly tendered but no Cash Consideration (the “Exchange Consideration”).

The Constellation Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. No tender of Calpine Notes will be accepted if it would result in the issuance of less than $2,000 principal amount of the Calpine Notes. If the principal amount of Constellation Notes validly tendered after the Early Tender Deadline that would otherwise be required to be delivered in exchange for a tender of Calpine Notes would not equal $2,000 or an integral multiple of $1,000 in excess thereof, then the principal amount of such Constellation Notes will be rounded down to $2,000 or the nearest integral multiple of $1,000 in excess thereof, and Constellation will pay cash (in lieu of such Constellation Notes not delivered) equal to the remaining portion of the Exchange Consideration for such Calpine Notes plus accrued and unpaid interest with respect to that portion to, but not including, the Settlement Date.

Constellation’s obligation to accept and exchange the Calpine Notes validly tendered pursuant to the Exchange Offers is subject to certain conditions as set forth in the Offering Memorandum. The Exchange Offers and Consent Solicitations are not conditioned upon any minimum aggregate principal amount of Calpine Notes being validly tendered for exchange, but are conditioned upon, among others, the receipt of the requisite consents to adopt the proposed amendments to the Calpine Indentures and the consummation of the previously announced merger transaction contemplated by that certain Agreement and Plan of Merger, dated as of January 10, 2025, by and among Constellation Energy Corporation and Calpine (the “Merger Agreement”). Other than the consummation of the merger transaction contemplated by the Merger Agreement (without which the Exchange Offers will not be consummated, neither the Exchange Consideration nor the Total Exchange Consideration will be paid, nor will the amendments contemplated by the Consent Solicitations become effective), Constellation may generally waive any condition with respect to the Exchange Offers and Consent Solicitations, in its sole discretion, at any time.

The Exchange Offers are being made only to holders of Calpine Notes who satisfy the eligibility conditions described under “Disclaimer” below. Holders of Calpine Notes who desire a copy of the eligibility letter should contact D.F. King & Co., Inc., the information agent and exchange agent for the Exchange Offers and Consent Solicitations, at (866) 796-3441 or via e-mail at CEG@dfking.com. Banks and brokers should call (212) 448-4476. Eligible holders may go to www.dfking.com/CEG to confirm their eligibility.  D.F. King & Co., Inc. will also provide copies of the Offering Memorandum to eligible holders of Calpine Notes.

Holders of Calpine Notes are advised to check with any bank, securities broker or other intermediary through which they hold Calpine Notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offers and Consent Solicitations before the deadlines specified herein and in the Offering Memorandum. The deadlines set by each clearing system for the submission and withdrawal of exchange instructions will also be earlier than the relevant deadlines specified herein and in the Offering Memorandum.

Disclaimer

This press release is issued pursuant to Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”). This press release is neither an offer to sell nor the solicitation of an offer to buy the Constellation Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. The Exchange Offers have not been and will not be registered under the Securities Act, or the securities laws of any other jurisdiction, and, accordingly, the Constellation Notes will be subject to transfer restrictions unless and until the Constellation Notes are registered or exchanged for registered notes. The Constellation Notes will be issued in reliance upon exemptions from, or in transactions not subject to, registration under the Securities Act. The Exchange Offers are being made only to, and the Constellation Notes will be offered for exchange only to, holders of Calpine Notes who are (i) reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and (ii) outside the United States, persons who are not, and who are not acting for the account or benefit of, “U.S. persons” (as defined in Rule 902 under the Securities Act) in compliance with Regulation S under the Securities Act. The Constellation Notes will not be offered or sold in the United States or to U.S. persons (as defined in Rule 902 under the Securities Act) unless the transaction is registered under the Securities Act, an exemption from the registration requirements of the Securities Act is available or the transaction is not subject to registration under the Securities Act.

The Exchange Offers and Consent Solicitations are being made only pursuant to the Offering Memorandum. The Offering Memorandum and other documents relating to the Exchange Offers and Consent Solicitations will be distributed only to holders of Calpine Notes who confirm that they are within the categories of eligible participants in the Exchange Offers. None of Constellation, the dealer managers and solicitation agents, the exchange agent, the information agent, the trustees for the Constellation Notes or the Calpine Notes, their respective affiliates, or any other person is making any recommendation as to whether holders should tender their Calpine Notes in the Exchange Offer or consent to the proposed amendments in the Consent Solicitation.

This press release, the Offering Memorandum and any other offering material relating to the Exchange Offers are not being made, and have not been approved, by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, this press release, the Offering Memorandum and any other offering material relating to the Exchange Offers are only being distributed to and are only directed at: (i) persons who are outside the United Kingdom, (ii) persons in the United Kingdom who have professional experience in matters relating to investments who fall within the definition of investment professionals as defined within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”) or (iii) high net worth entities and other persons who fall within Article 49(2)(a) to (d) of the Order (all such persons together being referred to for purposes of this paragraph as “relevant persons”). The Constellation Notes will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on the Offering Memorandum or any of its contents and may not participate in the Exchange Offers.

The complete terms and conditions of the Exchange Offers and Consent Solicitations are set forth in the Offering Memorandum. The Exchange Offers are only being made pursuant to the Offering Memorandum. The Exchange Offers are not being made to holders of Calpine Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. Neither the Securities and Exchange Commission nor any other regulatory body has registered, recommended or approved of the Constellation Notes or passed upon the accuracy or adequacy of the Offering Memorandum.

 

December 09, 2025

New “Golden Cable” Initiative Accelerates Time-to-market for Next-generation, High-performance AEC Deployments

SANTA CLARA, Calif.–(BUSINESS WIRE)–
Marvell Technology, Inc. (NASDAQ: MRVL), a leader in data infrastructure semiconductor solutions, today introduced its Golden Cable initiative, a strategic program designed to accelerate and broaden the active electrical cable (AEC) ecosystem and enable faster time-to-market for hyperscaler AI deployments. The program delivers a complete offering with industry-leading software, validated reference designs and comprehensive support, empowering ecosystem partners to quickly design and deploy AEC solutions that meet hyperscaler requirements.

The Golden Cable initiative launches at a pivotal time as hyperscalers re-architect and scale networks to handle massive new AI workloads quickly and reliably. With rack densities and bandwidth demands surging, short-reach copper connections powered by AECs are critical for maintaining performance while delivering lower cost and power compared to alternative solutions. However, the integration of AECs requires precise engineering and advanced software to achieve the levels of performance, reliability and predictability hyperscalers demand.

The Golden Cable initiative provides a validated cable architecture tested across leading platforms, advanced firmware and calibration data for simplified integration and interoperability, and an open approach that enables partners to scale production rapidly while maintaining design flexibility. It also supports product differentiation by allowing customers to incorporate their own IP for custom features such as cable gauges, bend radius and reach.

“As AI infrastructure scales at an unprecedented pace, the need for open, high-performance AEC interconnect solutions has never been more critical,” said Xi Wang, senior vice president and general manager of the Connectivity Business Unit at Marvell. “The Golden Cable initiative empowers ecosystem partners to quickly innovate, iterate and differentiate, delivering validated architectures, advanced firmware and design flexibility that will shape the next generation of hyperscaler AI deployments.”

“Marvell is helping the industry expedite both design and manufacturing, enabling faster time-to-market and higher reliability for our AEC offerings,” said Joseph Wang, CTO at Foxconn Interconnect Technology. “Through the Golden Cable initiative, we completed our first design in just two months. By working with Marvell on validated architectures, advanced firmware and an open design approach, we can help customers quickly accelerate to 1.6T connectivity while efficiently scaling AI data center infrastructure.”

“Current and future AI architectures increasingly prioritize high-density compute scaling, which drives substantial demand for in-rack and short-reach inter-rack connectivity,” said Vito Chen, GM of the Electrical Connectivity Product Line at Luxshare Technology Co., Ltd. “Thanks to the Marvell Golden Cable initiative together with Luxshare Tech’s Optamax® high-performance bulk cable, end customers can accelerate the deployment and adoption of AEC technology, ultimately enhancing the competitiveness of their AI models.”

“AECs are emerging as one of the fastest-growing segments in scale-up and scale-out interconnects, especially for the short- to mid-range connections (2-9 meters) inside and between racks,” said Alan Weckel, co-founder and technology analyst at 650 Group. “The AEC market is projected to grow from $644 million in 2025 to $1.4 billion by 2029, driven by the shift to 1.6T networking and the expansion of AI clusters, and Marvell is providing some of the core technology that will support this growth.”

About Marvell

To deliver the data infrastructure technology that connects the world, we’re building solutions on the most powerful foundation: our partnerships with our customers. Trusted by the world’s leading technology companies for over 30 years, we move, store, process and secure the world’s data with semiconductor solutions designed for our customers’ current needs and future ambitions. Through a process of deep collaboration and transparency, we’re ultimately changing the way tomorrow’s enterprise, cloud and carrier architectures transform—for the better.

Marvell and the M logo are trademarks of Marvell or its affiliates. Please visit www.marvell.com for a complete list of Marvell trademarks. Other names and brands may be claimed as the property of others.

This press release contains forward-looking statements within the meaning of the federal securities laws that involve risks and uncertainties. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future events, results or achievements. Actual events, results or achievements may differ materially from those contemplated in this press release. Forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict, including those described in the “Risk Factors” section of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by us from time to time with the SEC. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and no person assumes any obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20251209603264/en/

Media Contact:

George Millington

pr@marvell.com

Source: Marvell Technology, Inc.

Released December 9, 2025