Calpine Corporation Announces Senior Secured Notes Offering
HOUSTON -- October 17, 2013
Calpine Corporation (NYSE:CPN) today announced that it intends to offer
$570,000,000 in aggregate principal amount of Senior Secured Notes due 2022 in
a private placement. The notes will be guaranteed by each of Calpine
Corporation’s current and future subsidiaries that is a guarantor under
Calpine Corporation’s first lien credit facilities. The notes and related
guarantees will be secured equally and ratably with the indebtedness incurred
under Calpine Corporation’s first lien credit facilities and other
indebtedness that is permitted to be secured by such assets, by a
first-priority lien on substantially all of Calpine Corporation’s and certain
of the guarantors’ existing and future assets, subject to certain exceptions
and permitted liens. Calpine Corporation intends to use the proceeds from this
offering, together with the proceeds from a new senior secured term loan and
cash on hand (if necessary), to (i) pay the consideration in the concurrent
tender offer and consent solicitation Calpine Corporation has undertaken in
respect of any and all of its existing 7.25% Senior Secured Notes due 2017,
(ii) redeem any 7.25% Senior Secured Notes due 2017 not tendered in the tender
offer and consent solicitation and (iii) pay premiums, fees and expenses
relating to the tender offer and consent solicitation, this offering and the
redemption described above.
The notes will not be registered under the U.S. Securities Act of 1933, as
amended (the “Securities Act”), and may not be offered or sold in the U.S.
without registration under the Securities Act or pursuant to an applicable
exemption from such registration.
This announcement does not constitute an offer to sell, or a solicitation of
an offer to buy, any security and nor shall there be any offer, solicitation
or sale of any security in any jurisdiction in which such offer, solicitation
or sale would be unlawful.
Calpine Corporation generates more electricity than any other independent
power producer in America, with a fleet of 93 power plants in operation or
under construction, representing more than 28,000 megawatts of generation
capacity. Serving customers in 20 states and Canada, we specialize in
developing, constructing, owning and operating natural gas-fired and renewable
geothermal power plants that use advanced technologies to generate power in a
low-carbon and environmentally responsible manner. Our clean, efficient,
modern and flexible fleet is uniquely positioned to benefit from the secular
trends affecting our industry, including the abundant and affordable supply of
clean natural gas, stricter environmental regulation, aging power generation
infrastructure and the increasing need for dispatchable power plants to
successfully integrate intermittent renewables into the grid. We focus on
competitive wholesale power markets and advocate for market-driven solutions
that result in nondiscriminatory forward price signals for investors.
In addition to historical information, this release contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Words such as “believe,” “intend,” “expect,” “anticipate,” “plan,” “may,”
“will” and similar expressions identify forward-looking statements. Such
statements include, among others, those concerning expectations regarding the
use of proceeds from the offering, expected financial performance and
strategic and operational plans, as well as assumptions, expectations,
predictions, intentions or beliefs about future events. You are cautioned that
any such forward-looking statements are not guarantees of future performance
and that a number of risks and uncertainties could cause actual results to
differ materially from those anticipated in the forward-looking statements.
Please see the risks identified in this release or in Calpine’s reports and
registration statements filed with the Securities and Exchange Commission,
including, without limitation, the risk factors identified in its Annual
Report on Form 10-K for the year ended December 31, 2012. These filings are
available by visiting the Securities and Exchange Commission’s website at
www.sec.gov or Calpine’s website at www.calpine.com. Actual results or
developments may differ materially from the expectations expressed or implied
in the forward-looking statements, and Calpine undertakes no obligation to
update any such statements.
Brett Kerr, 713-830-8809
Bryan Kimzey, 713-830-8775
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