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): September 30, 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
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS
NEWS RELEASE CONTACTS: (408) 995-5115
Media Relations: Katherine Potter, Ext. 1168
Investor Relations: Rick Barraza, Ext. 1125
Calpine Closes $736 Million Unsecured Convertible Notes Offering
(SAN JOSE, Calif.) / PR Newswire - FirstCall / Sept. 30, 2004 -- Calpine
Corporation [NYSE:CPN] today announced that it has received funding on its
offering of $736 million of unsecured convertible notes due 2014, offered at
83.9% of par including $11 million from the exercise of a portion of the
underwriter's option to cover over-allotments. The notes will be convertible
into cash and into shares of Calpine common stock at a price of $3.85 per share,
which represents a premium of approximately 23% over the New York Stock Exchange
closing price of $3.14 per Calpine common share on September 27, 2004. The notes
will pay interest at a rate of 6%, except that in years three, four and five, in
lieu of interest, the original principal amount of $839 per note will accrete
daily to the full principal amount of $1,000 per note at the end of year five.
Upon conversion of the notes, Calpine will deliver the portion of the conversion
value equal to the then current principal amount of the notes in cash and any
additional conversion value in CPN shares. Deutsche Bank Securities Inc. was the
sole book-running manager of the offering.
Net proceeds from the convertible notes offering will be used to redeem in
full its HIGH TIDES I and HIGH TIDES II preferred securities, to repurchase
approximately $111.6 million of its HIGH TIDES III preferred securities, to
repurchase other existing indebtedness through open-market purchases, and as
otherwise permitted by its indentures.
The company also repurchased approximately $266 million principal amount of
its existing 4 3/4% unsecured convertible notes due 2023 from Deutsche Bank at a
price of approximately $177 million. In addition, Calpine also entered into a
ten-year Share Lending Agreement with Deutsche Bank under which the company has
loaned to Deutsche Bank 89 million shares of newly issued Calpine common stock
in exchange for a loan fee of $.001 per share. The entire 89 million shares have
been sold at a price of $2.75 per share in a registered public offering for the
account of Deutsche Bank that also closed today. Deutsche Bank has advised
Calpine that it intends to use the proceeds to facilitate transactions by which
the purchasers of the convertible notes will hedge their investments in the
convertible notes through short sales or privately negotiated derivative
transactions.
Calpine does not expect the borrowed shares to be considered issued from an
accounting standpoint and accordingly does not expect the borrowed shares to
have a dilutive impact on the company's earnings per share.
Calpine Corporation is a North American power company dedicated to
providing electric power to customers from clean, efficient, natural gas-fired
and geothermal power plants. The company generates power at plants it owns or
leases in 21 states in the United States, three provinces in Canada and in the
United Kingdom.
This news release discusses certain matters that may be considered
"forward-looking" statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, including statements regarding the intent, belief or current
expectations of Calpine Corporation ("the Company") and its management.
Prospective investors are cautioned that any such forward-looking statements are
not guarantees of future performance and involve a number of risks and
uncertainties that could materially affect actual results such as, but not
limited to, (i) the timing and extent of deregulation of energy markets and the
rules and regulations adopted on a transitional basis with respect thereto; (ii)
the timing and extent of changes in commodity prices for energy, particularly
natural gas and electricity; (iii) unscheduled outages of operating plants; (iv)
a competitor's development of lower cost generating gas-fired power plants; (v)
risks associated with marketing and selling power from power plants in the
newly-competitive energy market; (vi) other risks identified from time-to-time
in the Company's reports and registration statements filed with the SEC,
including the risk factors identified in its Annual Report on Form 10-K/A for
the year ended December 31, 2003 and in its Quarterly Report on Form 10-Q for
the quarter ended June 30, 2004, which can also be found on the Company's
website at www.calpine.com. All information set forth in this news release is as
of today's date, and the Company undertakes no duty to update this information.
NEWS RELEASE CONTACTS: (408) 995-5115
Media Relations: Katherine Potter, Ext. 1168
Investor Relations: Rick Barraza, Ext. 1125
Calpine Closes $785 Million Senior Secured Notes Offering
(SAN JOSE, Calif.) / PR Newswire - FirstCall / Sept. 30, 2004 -- Calpine
Corporation [NYSE:CPN] today announced that it has received funding on its $785
million offering of 9 5/8% first-priority senior secured notes due 2014, offered
at 99.212% of par. These notes are secured, directly and indirectly, by
substantially all of the assets owned by Calpine, including its natural gas and
power assets and the stock of Calpine Energy Services and other subsidiaries.
Net proceeds from this offering will be used to redeem or repurchase
existing indebtedness through open-market purchases, and as otherwise permitted
by the company's indentures.
The secured notes were 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 Corporate Controller,
Chief Accounting Officer
Date: October 1, 2004