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): May 10, 2005
CALPINE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of Other Jurisdiction of Incorporation)
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
(Address of principal executive offices and telephone number)
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:
[ ] 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
On May 10, 2005, the Registrant issued the press release attached hereto
as Exhibit 99.1.
ITEM 9.01 -- FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
99.1. Press release, dated May 10, 2005.
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, Controller and
Chief Accounting Officer
Date: May 16, 2005
EXHIBIT 99.1.
NEWS RELEASE
CONTACTS: (408) 995-5115
Media Relations: Katherine Potter, Ext. 1168
Investor Relations: Karen Bunton, Ext. 1121
Calpine Commences $155 Million Preferred Shares Offering and
$100 Million Senior Term Loan Refinancing
for its Metcalf Energy Center
(SAN JOSE, Calif.) /PR Newswire - First Call/ May 10, 2005 - Calpine
Corporation's [NYSE:CPN] indirect subsidiary, Metcalf Energy Center, LLC
(Metcalf LLC), intends to commence a $155 million offering of 5.5-Year
Redeemable Preferred Shares. Concurrent with the issuance of the Preferred
Shares, Metcalf LLC will refinance, through a five-year, $100 Million Senior
Term Loan, an existing $100 million non-recourse construction credit facility.
Metcalf LLC owns Calpine's 602-megawatt Metcalf Energy Center in San Jose,
Calif.
The proceeds from the offering of the Redeemable Preferred Shares will
ultimately be used as permitted by Calpine's existing bond indentures. Proceeds
from the offering of the Senior Term Loan will be used to refinance all
outstanding indebtedness under the existing construction credit facility, to
complete construction of the Metcalf power plant, to pay fees and expenses
related to the transaction, and as permitted by Calpine's existing bond
indentures.
The Redeemable Preferred Shares 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. The
Redeemable Preferred Shares will be offered in a private placement in the United
States under Regulation D under the Securities Act of 1933 and outside of the
United States pursuant to Regulation S under the Securities Act of 1933. This
press release shall not constitute an offer to sell or the solicitation of an
offer to buy. Securities laws applicable to private placements limit the extent
of information that can be provided at this time.