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): July 7, 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 July 7, 2005, the Registrant issued the press release attached hereto as
Exhibit 99.1.
On July 12, 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 July 7, 2005.
99.2. Press release, dated July 12, 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: July 12, 2005
EXHIBIT 99.1
NEWS RELEASE CONTACTS: (408) 995-5115
Media Relations: Bill Highlander, Ext. 1244
Investor Relations: Karen Bunton, Ext. 1121
CCFC Announces Offer to Purchase for Cash a Portion of its Outstanding
9 3/4% Second Priority Senior Secured Floating Rate Notes due 2011
(SAN JOSE, Calif.) /PR Newswire - First Call/ July 7, 2005 - Calpine
Corporation [NYSE: CPN] today announced that its wholly owned subsidiary,
Calpine Construction Finance Company, L.P. ("CCFC"), commenced a tender offer
(the "Offer") on July 6, 2005 for a portion of its outstanding 9 3/4% Second
Priority Senior Secured Floating Rate Notes due 2011 (the "Notes"). The Offer is
to purchase the Notes at par plus accrued interest to and including the Purchase
Date. The "Purchase Date" is the date, not later than the third business day
following the Expiration Date, on which CCFC accepts for purchase, pursuant to
the terms and conditions of the Offer, Notes validly tendered (and not validly
withdrawn) in the Offer. Notes accepted for purchase, if any, pursuant to the
Offer will be paid for using the net proceeds from CCFC's previously announced
potential sale of the Ontelaunee Energy Center. These net proceeds are currently
anticipated to be approximately $225 million.
Pursuant to the terms of the Indenture governing the Notes, CCFC is
required to offer to purchase Notes with net proceeds of any asset sale after
first offering to repay indebtedness outstanding under its Credit and Guarantee
Agreement (the "Term Loans"). Currently, Term Loans in an aggregate principal
amount of approximately $379.2 million are outstanding. Therefore, the amount of
Notes that CCFC is offering to purchase under the Offer is the amount, if any,
of net proceeds remaining after satisfaction of its obligation to offer to repay
the Term Loans with the proceeds of the Ontelaunee divestiture. If holders of
Term Loans in an aggregate principal amount that equals or exceeds the net
proceeds from the Ontelaunee divestiture accept CCFC's offer to repay those
loans, no Notes will be purchased under the Offer.
The Offer is scheduled to expire at 12:00 midnight, New York City time, on
August 3, 2005, unless extended or earlier terminated (the "Expiration Date").
Tendered Notes may be withdrawn at any time prior to 12:00 midnight, New York
City Time, on the Expiration Date.
The Offer is subject to customary conditions, including the consummation of
the Ontelaunee divestiture and the availability of net proceeds from that
divestiture to repurchase Notes pursuant to the Offer after repayment of Term
Loans.
This press release is not an offer to purchase or a solicitation of an
offer to sell any securities, which is being made only pursuant to the Offer to
Purchase, dated July 6, 2005. CCFC has retained Wilmington Trust Company as
Depositary for the Tender Offer. The means to tender Notes may be obtained by
requesting the Offer to Purchase, the Letter of Transmittal and other documents
from Wilmington Trust at (302) 636-6470 or in writing at Rodney Square North,
1100 North Market Street, Wilmington, Delaware 19890-0001. CCFC does not make
any recommendation as to whether or not holders of Notes should tender their
Notes pursuant to the Offer. Holders must make their own decision as to whether
to tender their Notes, and if tendering, the principal amount of Notes to
tender.
Calpine Construction Finance Company, L.P. is an indirect wholly owned
subsidiary of Calpine Corporation. CCFC currently owns and operates seven
natural gas-fired combined cycle power plants located in six states with a total
peak generating capacity of over 4,200 megawatts.
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 CCFC 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 CCFC's reports provided to holders
of its Notes, including the risk factors identified therein. All information set
forth in this news release is as of today's date, and CCFC 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 Announces Results of its Offer to Purchase for Cash Any and All
Outstanding 9 5/8% First Priority Senior Secured Notes due 2014
(SAN JOSE, Calif.) /PR Newswire - First Call/ July 12, 2005 - Calpine
Corporation [NYSE: CPN] announced today that it has accepted for payment
$138,895,000 aggregate principal amount of its outstanding 9 5/8% First Priority
Senior Secured Notes due 2014 (the "Notes") under the terms of the tender offer
(the "Offer") commenced June 9, 2005 to purchase for cash any and all of the
outstanding Notes. Payment for the Notes accepted for purchase and return of all
other Notes tendered and not accepted for purchase will be carried out promptly
by the tender agent. With completion of the tender offer, the Company now has
approximately $646,105,000 aggregate principal amount of Notes outstanding.
The Company recently completed the disposition of its remaining U.S. gas
assets (the "Gas Divestiture"). The consummation of the Gas Divestiture
qualifies as an "Asset Sale" under the Indenture, dated as of September 30, 2004
(the "Indenture"), between the Company and Wilmington Trust Company, as Trustee,
pursuant to which the Notes were issued. Accordingly, the Offer was made in
compliance with the Indenture's requirements applicable to repurchases and
repayment of the Notes using the proceeds of "Asset Sales" such as the Gas
Divestiture.
For questions and information about the tender offer, please contact the
information agent, MacKenzie Partners, Inc., toll free at (877) 278-6310.
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 in 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
http://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.