Calpine Corporation Announces Cash Tender Offer and Consent Solicitation for Its 7.25% Senior Secured Notes due 2017

  Calpine Corporation Announces Cash Tender Offer and Consent Solicitation for
  Its 7.25% Senior Secured Notes due 2017

Business Wire

HOUSTON -- October 17, 2013

Calpine Corporation (NYSE: CPN) announced today that it has commenced a cash
tender offer to purchase any and all of its outstanding 7.25% Senior Secured
Notes due 2017 (CUSIP Nos. 131347 BP0 and 131347 BR6) (the “Notes”) and a
solicitation of consents (the “Consents”) from each holder of the Notes to
effect certain proposed amendments to the indenture governing the Notes (the
“Indenture”). These amendments would (i) eliminate substantially all of the
restrictive covenants, certain events of default and related provisions
contained in the Indenture, (ii) release the liens on the collateral securing
the Notes and (iii) amend the satisfaction and discharge provision of the
Indenture (the “Offer and Consent Solicitation”).

The terms and conditions of the Offer and Consent Solicitation are described
in an Offer to Purchase and Consent Solicitation Statement, dated October 17,
2013 (the “Offer to Purchase”), and a related Consent and Letter of
Transmittal (the “Letter of Transmittal”).

The following table summarizes the pricing terms of the Offer and Consent
Solicitation:

                                   
                                       Dollars per $1,000 Principal
                                       Amount of Notes
                      Aggregate
Title of    CUSIP     Principal        Total          Consent  Tender Offer
Security    Numbers   Amount           Consideration   Payment   Consideration
                      Outstanding
7.25%       131347
Senior      BP0

Secured     and       $1,079,914,000   $1,041.00       $30.00    $1,011.00
Notes
            131347
due 2017    BR6
                                                                 

The Offer and Consent Solicitation will expire at 5:00 p.m. Eastern Time, on
November 29, 2013, unless extended or earlier terminated (the “Expiration
Date”). The consideration for each $1,000 principal amount of Notes validly
tendered and not withdrawn at or prior to 5:00 p.m. Eastern Time on October
30, 2013, unless extended (the “Consent Date”), and accepted for purchase
pursuant to the Offer and Consent Solicitation will be the Total Consideration
set forth in the table above. The consideration for each $1,000 principal
amount of Notes validly tendered after the Consent Date and at or prior to the
Expiration Date and accepted for purchase pursuant to the Offer and Consent
Solicitation will be the Tender Offer Consideration set forth in the table
above, which consists of the Total Consideration less the Consent Payment set
forth in the table above. Holders of Notes tendering their Notes after the
Consent Date will not be eligible to receive the Consent Payment.

Holders of Notes validly tendered and accepted for purchase pursuant to the
Offer and Consent Solicitation will receive the applicable consideration
described above, plus accrued and unpaid interest from the last interest
payment date to, but not including, the applicable Settlement Date (as such
term is defined in the Offer to Purchase).

Tendered Notes and deliveries of Consents may be withdrawn or revoked at any
time prior to the Supplemental Indenture (as such term is defined in the Offer
to Purchase) becoming effective (the “Withdrawal Date”), which may occur
before the Consent Date. Holders of Notes who tender their Notes and deliver
Consents after the Withdrawal Date, but at or prior to the Expiration Date,
may not withdraw their tendered Notes and delivered Consents. Holders of Notes
who validly tender their Notes will be deemed to have validly delivered the
related Consents. Holders of Notes may not tender Notes without delivering the
related Consents.

The consummation of the Offer and Consent Solicitation is not conditioned upon
any minimum amount of Notes being tendered, but is subject to, and conditioned
upon, the satisfaction or waiver of certain conditions described in the Offer
to Purchase, including, among others, Calpine Corporation receiving net
proceeds of approximately $1,140,000,000 from financing transactions on terms
and conditions acceptable to it, in its sole discretion. Calpine intends to
launch an offering of senior secured notes and the syndication of a new senior
secured term loan facility, the net proceeds of which, together with cash on
hand (if necessary), will be used to fund the aggregate consideration and
accrued interest for all Notes tendered pursuant to the cash tender offer and
accepted for purchase by Calpine Corporation, and to pay all fees and expenses
incurred in connection with the Offer and Consent Solicitation. On the Early
Settlement Date (as such term is defined in the Offer to Purchase), if any,
Calpine Corporation will pay the consideration due with respect to Notes
accepted for payment on such date and will mail a 30-day notice of redemption
to the holders of any Notes that remain outstanding. Calpine Corporation will
use any funds remaining from the sources described above after the Early
Settlement Date (i) to pay on the Final Settlement Date (as such term is
defined in the Offer to Purchase) the consideration due with respect to Notes
tendered after the Consent Date and at or prior to the Expiration Date and
accepted for payment and (ii) to pay the consideration due with respect to
Notes redeemed pursuant to the redemption described above.

Citigroup Global Markets Inc. has been retained as the dealer manager and
solicitation agent. D.F. King & Co., Inc. has been retained to serve as both
the tender agent and the information agent. Persons with questions regarding
the Offer and Consent Solicitation should contact Citigroup Global Markets
Inc. at (toll-free) (800)558-3745 or (collect) (212)723-6106. Requests for
copies of the Offer to Purchase, the Letter of Transmittal and other related
materials should be directed to D.F. King & Co., Inc. at (toll-free) (800)
769-7666 or (collect) (212)269-5550.

None of Calpine Corporation or its affiliates, its board of directors, the
dealer manager and solicitation agent, the tender agent and the information
agent or the trustee for the Notes, makes any recommendation as to whether
holders of the Notes should tender or refrain from tendering the Notes.

This press release shall not constitute an offer to sell or the solicitation
of an offer to buy the Notes or any other securities, nor shall there be any
sale of the Notes or any other securities in any state in which such offer,
solicitation or sale would be unlawful. The Offer and Consent Solicitation is
made only through the use of the Offer to Purchase and the accompanying Letter
of Transmittal. The Offer and Consent Solicitation is not being made to
holders of 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. In any jurisdiction in which the Offer and Consent Solicitation
is required to be made by a licensed broker or dealer, the Offer and Consent
Solicitation will be deemed to be made on behalf of Calpine Corporation by the
dealer manager or one or more registered brokers or dealers that are licensed
under the laws of such jurisdiction.

About Calpine

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.

Forward-Looking Information

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
results of the Offer and Consent Solicitation, 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.

Contact:

Calpine Corporation
Media Relations:
Brett Kerr, 713-830-8809
brett.kerr@calpine.com
or
Investor Relations:
Bryan Kimzey, 713-830-8775
bryan.kimzey@calpine.com