Calpine Corporation Announces Receipt of Requisite Consents and Acceptance of Tendered 7.25% Senior Secured Notes due 2017

  Calpine Corporation Announces Receipt of Requisite Consents and Acceptance
  of Tendered 7.25% Senior Secured Notes due 2017

Business Wire

HOUSTON -- October 31, 2013

Calpine Corporation (NYSE: CPN) announced today that it has received, pursuant
to its previously announced cash tender offer to purchase any and all of its
outstanding 7.25% Senior Secured Notes due 2017 (CUSIP Nos. 131347 BP0, 131347
BR6 and U13055 AH8) (the “Notes”) and solicitation of consents (the
“Consents”), the requisite consents to adopt the proposed amendments to the
indenture governing the Notes (the “Offer and Consent Solicitation”).

Consents have been delivered with respect to $742,129,000 principal amount, or
approximately 69% of the outstanding principal amount, of the Notes, which
Notes had been validly tendered (and not validly withdrawn) as of 5:00 p.m.,
New York City Time, on October 30, 2013 (the “Consent Date”). In conjunction
with receiving the requisite consents, a supplemental indenture (the
“Supplemental Indenture”) to effect the proposed amendments described in the
Offer to Purchase and Consent Solicitation Statement, dated October 17, 2013
(the “Offer to Purchase”), has been executed. A holder’s right to validly
withdraw tendered Notes and validly revoke delivered consents expired upon
execution of the Supplemental Indenture.

Calpine Corporation also announced today that it has accepted for purchase
tenders of $742,129,000 aggregate principal amount of the Notes, which Notes
were tendered at or prior to the Consent Date, pursuant to the Offer and
Consent Solicitation. Holders who validly tendered and did not withdraw their
Notes prior to the Consent Date received $1,041.00 per $1,000 principal amount
of Notes accepted for purchase pursuant to the Offer and Consent Solicitation,
plus accrued and unpaid interest from the last interest payment date to, but
not including, October 31, 2013. Following the acceptance for purchase of
tendered Notes described above, Calpine Corporation mailed today a 30-day
notice of redemption to the holders of the Notes that remain outstanding.

As previously announced, the Offer and Consent Solicitation will expire at
5:00 p.m., New York City Time, on November 29, 2013, unless extended or
earlier terminated (the “Expiration Date”). Holders who validly tender their
Notes after the Consent Date but at or prior to the Expiration Date, will be
entitled to receive $1,011.00 per $1,000 principal amount of Notes accepted
for purchase pursuant to the Offer and Consent Solicitation, plus accrued and
unpaid interest from the last interest payment date to, but not including, the
Final Settlement Date (as such term is defined in the Offer to Purchase).

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 related Consent and Letter of Transmittal
(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
 
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