HOUSTON -- (Business Wire)
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Notes had been validly tendered (and not validly withdrawn) as of 5:00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.
Contacts:
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
Source: Calpine Corporation
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