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): June 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 7.01 -- REGULATION FD DISCLOSURE
On June 10, 2005, the Registrant issued the press release attached hereto as
Exhibit 99.1.
On June 15, 2005, the Registrant issued the press release attached hereto as
Exhibit 99.2.
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 June 10, 2005.
99.2. Press release, dated June 15, 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: June 15, 2005
EXHIBIT 99.1.
NEWS RELEASE CONTACTS: 408-995-5115
Media Relations: Katherine Potter, Ext. 1168
Investor Relations: Karen Bunton, Ext. 1121
Calpine Announces Termination of Offer to Purchase Calpine Canada Energy
Finance ULC and Calpine Canada Energy Finance II ULC Notes
(SAN JOSE, Calif.), /PR Newswire-First Call/ June 10, 2005 - Calpine
Corporation [NYSE: CPN] announced today that due to market conditions it is
terminating its pending tender offer for aggregate cash consideration not to
exceed $160,000,000 for all or a portion of the outstanding euro-denominated
8-3/8% Senior Notes due 2008 and British-pound denominated 8-7/8% Senior Notes
due 2011 issued by its indirect, wholly-owned subsidiary Calpine Canada Energy
Finance II ULC, and the U.S. dollar-denominated 8-1/2% Senior Notes due 2008
issued by its indirect, wholly-owned subsidiary Calpine Canada Energy Finance
ULC (collectively, the "Notes"). The tender offer had been set to expire at 5:00
p.m., New York City time on Wednesday, June 22, 2005.
Calpine is not accepting for payment any Notes that have been tendered, and
any tendered Notes will be returned promptly, without expense, to the Holders
who have tendered such Notes (or, in the case of Notes tendered by book-entry
transfer, will be credited to the account maintained at The Depository Trust
Company, Euroclear Bank S.A./N.V., as operator of the Euroclear System, or
Clearstream Banking, societe anonyme, as applicable). Accordingly, the tender
payment (including the early tender premium) will not be paid or become payable
with respect to the Notes.
Questions concerning the termination of the tender offer may be directed to
the Dealer Manager for the tender offer, Credit Suisse First Boston LLC, Attn:
Liability Management Desk at (800) 820-1653 or by calling (212) 325-7596
collect. Questions may also be addressed to MacKenzie Partners, Inc., the
Information Agent, at (800) 322-2885 or by calling (212) 929-5500 collect.
A major power company, Calpine Corporation supplies customers and
communities with electricity from clean, efficient, natural gas-fired and
geothermal power plants. Calpine owns, leases and operates integrated systems of
plants in 21 U.S. states, three Canadian provinces and the United Kingdom. Its
customized products and services include wholesale and retail electricity,
natural gas, gas turbine components and services, energy management, and a wide
range of power plant engineering, construction and operations services. Calpine
was founded in 1984. It is included in the S&P 500 Index and is publicly traded
on the New York Stock Exchange under the symbol CPN. For more information, visit
www.calpine.com.
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 risks include,
but are not limited to, those 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 for the year ended
December 31, 2004 and in its Quarterly Report on Form 10-Q for the quarter ended
March 31, 2005, which can 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.
EXHIBIT 99.2.
NEWS RELEASE CONTACTS: (408) 995-5115
Media Relations: Katherine Potter, Ext. 1168
Investor Relations: Rick Barraza, Ext. 1125
Calpine's CFO Provides Strategic Initiative Update at Deutsche Bank
Tenth Annual Electric Power Conference
(SAN JOSE, Calif.) /PR Newswire - First Call/ June 15, 2005 - This morning,
at the Deutsche Bank Tenth Annual Electric Power Conference in New York, Calpine
Corporation [NYSE:CPN] Executive Vice President and Chief Financial Officer Bob
Kelly provided an update on the company's recently announced strategic
initiative. A copy of the web cast and presentation are available on Calpine's
web site, www.calpine.com, under Investor Relations. The web cast and
presentation will be available for 30 days.
On May 25, 2005, at its Annual Meeting of Stockholders, Calpine unveiled an
aggressive program designed to accelerate the reduction of debt and to best
capture the strong cash flow and earnings potential from Calpine's
28,000-megawatt power plant fleet. During his presentation today, Kelly provided
an update on several components of Calpine's newly launched program.
2005 Debt Reduction Target
A major focus of Calpine's strategic program is the accelerated reduction
of $3 billion of the company's total debt by the end of 2005. Over the past
several weeks, the company has announced several transactions, including the
asset sales described below, that will further Calpine's ability to repay debt.
As a result of these transactions, the company has already identified almost $3
billion of debt that it expects will be repaid by the end of 2005. Kelly also
highlighted that a number of these debt repurchases could target Calpine's 2008
bonds, significantly reducing the company's $2 billion of maturities in 2008.
Asset Sales
The emphasis of Calpine's strategic program is to focus on and to optimize
the value of its core North American power plant portfolio. In doing so, Calpine
put in place a program to sell non-strategic assets, concentrating its focus and
earnings potential on those markets where it has a larger market share. Since
May 25, the company has already announced several pending transactions including
the $925 million sale of its 1,200-megawatt Saltend Energy Centre in the United
Kingdom, the potential sale of the company's remaining gas reserves, and the
sale of four gas-fired power plants totaling 847 megawatts of capacity for
approximately $357 million, or $421 per kilowatt.
As asset sales are completed, net proceeds will be used to reduce debt as
permitted by the company's existing bond indentures.
Calpine Energy Services Joint Venture
Calpine Energy Services (CES) is continuing its negotiations with a
leading, investment-grade financial institution to form a partnership that the
company expects will lower its collateral requirements, historically ranging
from $300-$500 million, and establish a significant third party customer base.
Combining CES' capabilities with the credit and financial resources of a strong
financial institution will enable the partnership to provide customers across
the energy industry with unique products, services and energy solutions.
Reducing Operating Costs
Calpine is advancing its program to enhance power plant performance and
reduce operating costs by more than $200 million per year.
As previously announced, the company continues negotiations to restructure
its remaining long-term service agreements, which will allow the company to
self-perform major plant and turbine maintenance at considerable cost savings.
Kelly added that Calpine is currently looking at reducing off-peak operating
losses through several operational and technological initiatives. These
enhancements will also lower the overall power portfolio heat rate, which
Calpine expects could reduce its annual fuel bill by as much as $230 million in
2007.
These and other power plant enhancement programs are also expected to
increase power production by as much as 2,300 megawatts by the end of 2007.
About Calpine
A major power company, Calpine Corporation supplies customers and
communities with electricity from clean, efficient, natural gas-fired and
geothermal power plants. Calpine owns, leases and operates integrated systems of
plants in 21 U.S. states, three Canadian provinces and the United Kingdom. Its
customized products and services include wholesale and retail electricity,
natural gas, gas turbine components and services, energy management, and a wide
range of power plant engineering, construction and operations services. Calpine
was founded in 1984. It is included in the S&P 500 Index and is publicly traded
on the New York Stock Exchange under the symbol CPN. For more information, visit
www.calpine.com.
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) commercial operations of new plants that may
be delayed or prevented because of various development and construction risks,
such as a failure to obtain the necessary permits to operate, failure of
third-party contractors to perform their contractual obligations or failure to
obtain financing on acceptable terms; (iv) unscheduled outages of operating
plants; (v) a competitor's development of lower cost generating gas-fired power
plants; (vi) risks associated with marketing and selling power from power plants
in the newly-competitive energy market; (vii) the successful exploitation of an
oil or gas resource that ultimately depends upon the geology of the resource,
the total amount and costs to develop recoverable reserves and operations
factors relating to the extraction of natural gas; (viii) the effects on the
company's business resulting from reduced liquidity in the trading and power
industry; (ix) the company's ability to access the capital markets or obtain
bank financing on attractive terms; (x) the direct or indirect effects on the
company's business of a lowering of its credit rating (or actions it may take in
response to changing credit rating criteria), including, increased collateral
requirements, refusal by the company's current or potential counterparties to
enter into transactions with it and its inability to obtain credit or capital in
desired amounts or on favorable terms; and (xi) 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 for
the year ended Dec. 31, 2004, and its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2005, 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.