UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 4, 2004
CALPINE CORPORATION
(A Delaware Corporation)
Commission File Number: 001-12079
I.R.S. Employer Identification No. 77-0212977
50 West San Fernando Street
San Jose, California 95113
Telephone: (408) 995-5115
ITEM 5. OTHER EVENTS
NEWS RELEASE CONTACTS: 408-995-5115
Media Relations: Katherine Potter, x1168
Investor Relations: Rick Barraza, x1125
Calpine Announces Offerings to Refinance CCFC II Debt
(SAN JOSE, Calif.), /PR Newswire - FirstCall/ Feb. 4, 2004 -- Calpine
Corporation (NYSE: CPN) today announced that its wholly owned subsidiary Calpine
Generating Company, LLC (CalGen), formerly Calpine Construction Finance Company
II, LLC (CCFC II), intends to commence offerings of approximately $2.3 billion
of secured term loans and secured notes. The offerings will include
approximately $1.3 billion of non-recourse First Priority Secured Institutional
Term Loans and approximately $1.0 billion of non-recourse Second Priority
Secured Notes. The final principal amounts of the two offerings, and their
respective maturity dates, will be determined by market conditions.
CalGen intends to use the net proceeds from the offerings to refinance
amounts outstanding under the $2.5 billion CCFC II credit facility, which
matures in November 2004. Current outstanding indebtedness and letters of credit
under the CCFC II credit facility total approximately $2.3 billion. CalGen also
expects to establish a $200 million, three-year revolving credit facility, which
is expected to be used for, among other things, the costs to complete CalGen's
power generation facilities that are still under construction.
CalGen and its wholly owned subsidiaries will own 14 power generating
facilities located throughout the United States, 11 of which are in commercial
operation and 3 of which are in advanced stages of construction. The term loans,
secured notes and revolving credit facility described above will in each case be
secured, through a combination of stock pledges and direct asset liens, by
CalGen's power generating facilities and related assets, and the lenders'
recourse will be limited to such security. It is anticipated that the holders of
the term loans and the revolving credit lenders will share a first-priority
security position. The holders of the secured notes will receive a
second-priority security position. None of the indebtedness will be guaranteed
by Calpine Corporation.
The First Priority Secured Institutional Term Loans will be placed in the
institutional term loan market. The Second Priority Secured Notes will be
offered in a private placement under Rule 144A, have not been registered under
the Securities Act of 1933, and may not be offered in the United States absent
registration or an applicable exemption from registration requirements. This
press release shall not constitute an offer to sell or the solicitation of an
offer to buy. Securities laws applicable to private placements under Rule 144A
limit the extent of information that can be provided at this time.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CALPINE CORPORATION
By: /s/ Charles B. Clark, Jr.
-------------------------
Charles B. Clark, Jr.
Senior Vice President and Controller
Chief Accounting Officer
Date: February 4, 2004