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): March 12, 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, Ext. 1168
Investor Relations: Rick Barraza, Ext. 1125
Calpine Announces Pricing of CalGen Term Loans and Secured Notes
Company to Realize Weighted Average Coupon of 7.5%
(SAN JOSE, Calif.) /PR Newswire - FirstCall/ Mar. 12, 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), has priced its offering of secured institutional term loans
and secured notes. Calpine will realize total proceeds from the offering in the
amount of $2.405 billion, before transaction costs and fees. The offering, which
is expected to close on March 23, 2004, will include:
o $835 million in combination of non-recourse Super Priority Floating
Rate Secured Institutional Term Loans and Notes Due 2009 priced at
Libor plus 375 basis points, with a Libor floor of 125 basis points;
o $740 million in combination of non-recourse Floating Rate Senior
Secured Institutional Term Loans and Notes Due 2010 priced at Libor
plus 575 basis points, with a Libor floor of 125 basis points;
o $680 million of non-recourse Floating Rate Secured Notes Due 2011
priced at Libor plus 900 basis points, with a Libor floor of 125 basis
points; and
o $150 million of non-recourse Fixed Rate Secured Notes Due 2011 priced
at 11.50%.
The term loans and secured notes described above will in each case be
secured, through a combination of direct and indirect stock pledges and asset
liens, by CalGen's 14 power generating facilities and related assets located
throughout the United States, and the lenders' recourse will be limited to such
security. None of the indebtedness will be guaranteed by Calpine Corporation.
Net proceeds from the offerings will be used to refinance amounts
outstanding under the $2.5 billion CCFC II credit facility, which matures in
November 2004, and to pay fees and transaction costs associated with the
refinancing. Current outstanding indebtedness and letters of credit under the
CCFC II credit facility total approximately $2.3 billion.
The secured institutional term loans will be placed in the institutional
term loan market. The 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: March 15, 2004