Calpine Corporation (“Calpine”) announced today that it has received, pursuant to its previously announced cash tender offers to purchase any and all of its outstanding 5.500% Senior Notes due 2024 (CUSIP No.131347 CJ3) (the “2024 Notes”) and 5.750% Senior Notes due 2025 (CUSIP No. 131347 CF1) (the “2025 Notes” and, together with the 2024 Notes, the “Notes”) and solicitation of consents related to the 2024 Notes (the “2024 Consents”) and the 2025 Notes (the “2025 Consents” and, together with the 2024 Consents, the “Consents”), the requisite consents to adopt the proposed amendments to each of the indenture governing the 2024 Notes and the indenture governing the 2025 Notes.
Consents have been delivered with respect to $255,389,000 principal amount, or approximately 54.10% of the outstanding principal amount, of the 2024 Notes and $1,044,758,000 principal amount, or approximately 88.35% of the outstanding principal amount, of the 2025 Notes, which Notes had been validly tendered (and not validly withdrawn) as of 5:00 p.m., New York City Time, on August 7, 2020 (the “Early Tender Date”). In conjunction with receiving the requisite consents for each series of Notes, a supplemental indenture with respect to each series of Notes to effect the applicable proposed amendments described in the Offers to Purchase and Consent Solicitation Statement, dated July 27, 2020, as supplemented by the Supplement to the Offers to Purchase and Consent Solicitation dated July 27, 2020 (as so supplemented, the “Offers to Purchase”), has been executed. A holder’s right to validly withdraw tendered applicable Notes and validly revoke delivered related consents expired at 5:00 p.m., New York City Time, on August 7, 2020.
Calpine also announced today that it has accepted for purchase tenders of $255,389,000 aggregate principal amount of the 2024 Notes and $1,044,758,000 aggregate principal amount of the 2025 Notes, which Notes were tendered at or prior to the Early Tender Date, pursuant to the applicable Offer and related Consent Solicitation. Holders who validly tendered and did not withdraw such Notes prior to the Early Tender Date will receive $1,015.35 per $1,000 principal amount of 2024 Notes and $1,028.75 per $1,000 principal amount of 2025 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, August 10, 2020.
Following the acceptance for purchase of tendered Notes described above, Calpine mailed today notices of redemption to the holders of the Notes that remain outstanding to redeem such Notes on August 12, 2020. The redemption price for the 2024 Notes is 101.375% of the principal amount and the redemption price for the 2025 Notes is 102.875% of the principal amount, plus accrued and unpaid interest thereon to, but excluding, the redemption date.
Credit Suisse Securities (USA) LLC has been retained as the dealer manager. 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 the Consent Solicitations should contact Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free) or (212) 325-2476 (collect). Copies of the Offers to Purchase and other related materials may be obtained online at www.dfking.com/calpine or by contacting D.F. King & Co., Inc. at (toll-free) (800) 431-9646 or (collect) (212) 269-5550 or email: calpine@dfking.com.
None of Calpine or its affiliates, its board of directors, the dealer manager, 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 to buy or sell any other securities. The Offers and the Consent Solicitations are made only through the Offers to Purchase and the Supplement. The Offers and the 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 and other laws of such jurisdiction. In any jurisdiction in which the Offers and the Consent Solicitations are required to be made by a licensed broker or dealer, the Offers and the Consent Solicitations will be deemed to be made on behalf of Calpine by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. This press release shall not constitute a notice of redemption of either the 2024 Notes or the 2025 Notes.
About Calpine
Calpine Corporation is America’s largest generator of electricity from natural gas and geothermal resources with operations in competitive power markets. Our fleet of 77 power plants, including one under construction, represents over 26,000 megawatts of generation capacity. Through wholesale power operations and our retail businesses, Calpine Energy Solutions and Champion Energy, we serve customers in 23 states in the United States and in Canada and Mexico. Our clean, efficient, modern and flexible fleet uses advanced technologies to generate power in a low-carbon and environmentally responsible manner. We are uniquely positioned to benefit from the secular trends affecting our industry, including the abundant and affordable supply of clean natural gas, environmental regulation, aging power generation infrastructure and the increasing need for dispatchable power plants to successfully integrate intermittent renewables into the grid.
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. We use words such as “believe,” “intend,” “expect,” “anticipate,” “plan,” “may,” “will,” “should,” “estimate,” “potential,” “project” and similar expressions to identify forward-looking statements. Such statements include, among others, those concerning our expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. We believe that the forward-looking statements are based upon reasonable assumptions and expectations. However, 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, 2019 and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020. 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 our ability to control or predict. Our 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 undertakes no obligation to update or revise any such statements, whether as a result of new information, future events, or otherwise.
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Contacts:
Brett Kerr
Vice President, External Affairs
713-830-8809
brett.kerr@calpine.com
