Calpine Corporation Announces Receipt of Requisite Consents and Acceptance of Tendered 7.875% Senior Secured Notes due 2020 and

  Calpine Corporation Announces Receipt of Requisite Consents and Acceptance
  of Tendered 7.875% Senior Secured Notes due 2020 and 7.50% Senior Secured
  Notes due 2021

Business Wire

HOUSTON -- July 22, 2014

Calpine Corporation (NYSE: CPN) announced today that it has received, pursuant
to its previously announced cash tender offers to purchase any and all of its
outstanding 7.875% Senior Secured Notes due 2020 (CUSIP Nos. U13055 AK1 and
131347 BS4) (the “2020 Notes”) and 7.50% Senior Secured Notes due 2021 (CUSIP
Nos. U13055 AM7 and 131347 BW5) (the “2021 Notes” and, together with the 2020
Notes, the “Notes”) and solicitation of consents related to the 2020 Notes
(the “2020 Consents”) and the 2021 Notes (the “2021 Consents” and, together
with the 2020 Consents, the “Consents”), the requisite consents to adopt the
proposed amendments to each of the indenture governing the 2020 Notes and the
indenture governing the 2021 Notes (the “Offers and Consent Solicitations”).

Consents have been delivered with respect to $860,508,000 principal amount, or
approximately 97.79% of the outstanding principal amount, of the 2020 Notes
and $1,581,580,000 principal amount, or approximately 98.85% of the
outstanding principal amount, of the 2021 Notes, which Notes had been validly
tendered (and not validly withdrawn) as of 5:00 p.m., New York City Time, on
July 21, 2014 (the “Consent Date”). In conjunction with receiving the
requisite consents for each series of Notes, a supplemental indenture with
respect to each series of Notes (together, the “Supplemental Indentures”) to
effect the applicable proposed amendments described in the Offer to Purchase
and Consent Solicitation Statement, dated July 8, 2014 (the “Offer to
Purchase”) has been executed. A holder’s right to validly withdraw tendered
applicable Notes and validly revoke delivered related consents expired upon
execution of the related Supplemental Indenture.

Calpine Corporation also announced today that it has accepted for purchase
tenders of $860,508,000 aggregate principal amount of the 2020 Notes and
$1,581,580,000 aggregate principal amount of the 2021 Notes, which Notes were
tendered at or prior to the Consent Date, pursuant to the applicable Offer and
related Consent Solicitation. Holders who validly tendered and did not
withdraw such Notes prior to the Consent Date received $1,105.71 per $1,000
principal amount of 2020 Notes and $1,114.29 per $1,000 principal amount of
2021 Notes accepted for purchase pursuant to the applicable Offer and related
Consent Solicitation, plus accrued and unpaid interest from the last interest
payment date to, but not including, July 22, 2014. Following the acceptance
for purchase of tendered Notes described above, Calpine Corporation mailed
today notices of redemption to the holders of the Notes that remain
outstanding to redeem such Notes on December 3, 2014, at a redemption price of
103% thereof, plus accrued and unpaid interest to, but excluding, the
redemption date. Any holder of Notes that does not tender its Notes prior to
the applicable Expiration Date will have its Notes redeemed pursuant to the
preceding sentence.

As previously announced, the Offers and Consent Solicitations will each expire
at 12:00 midnight, New York City Time, on August 4, 2014, unless extended or
earlier terminated (the “Expiration Date”). Holders who validly tender their
Notes after the Consent Date but at or prior to the applicable Expiration
Date, will be entitled to receive $1,075.71 per $1,000 principal amount of
2020 Notes and $1,084.29 per $1,000 principal amount of 2021 Notes accepted
for purchase pursuant to the applicable Offer and related Consent
Solicitation, plus accrued and unpaid interest from the last interest payment
date to, but not including, the applicable Final Settlement Date (as such term
is defined in the Offer to Purchase).

Morgan Stanley & Co. LLC 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 Offers and Consent Solicitations should contact Morgan Stanley & Co. LLC
at (toll-free) (800) 624-1808 or (collect) (212) 761-1057. 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) 628-8536 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 trustees 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 Offers and Consent Solicitations
are made only through the use of the Offer to Purchase and the accompanying
Letter of Transmittal. The Offers and Consent Solicitations are 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 Offers and Consent
Solicitations are required to be made by a licensed broker or dealer, the
Offers and Consent Solicitations 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 owns and operates primarily natural gas-fired and
geothermal power plants in North America and has a significant presence in
major competitive wholesale power markets in California, Texas and the
Mid-Atlantic region of the U.S. Calpine Corporation sells wholesale power,
steam, capacity, renewable energy credits and ancillary services to its
customers, which include utilities, independent electric system operators,
industrial and agricultural companies, retail power providers, municipalities,
power marketers and others.

Forward-Looking Information

In addition to historical information, this release contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995, 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,” “should,”
“estimate,” “potential,” “project” and similar expressions identify
forward-looking statements. Such statements include, among others, those
concerning expectations regarding the results of the Offers and the Consent
Solicitations, 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, 2013. 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. Given the risks and uncertainties surrounding forward-looking
statements, you should not place undue reliance on these statements. Many of
these factors are beyond Calpine Corporation’s ability to control or predict.
Calpine Corporation’s forward-looking statements speak only as of the date of
this release. Actual results or developments may differ materially from the
expectations expressed or implied in the forward-looking statements, and,
other than as required by law, Calpine Corporation undertakes no obligation to
update any such statements, whether as a result of new information, future
events, or otherwise.

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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