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): August 12, 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 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On August 12, 2005, CCFC Preferred Holdings, LLC (the "Issuer") issued
150,000 Redeemable Preferred Shares (the "Preferred Shares"), each with a
paid-up value of $1,000. The Issuer is an indirect subsidiary of Calpine
Corporation ("Calpine") and an indirect parent of Calpine Construction Finance
Company, L.P. ("CCFC"). The Preferred Shares were sold to Morgan Stanley & Co.
Incorporated (the "Investor"). Net proceeds from the sale of the Preferred
Shares were distributed to Calpine for use in accordance with Calpine's existing
bond indentures.
The Preferred Shares initially accrue dividends at a rate per annum equal
to the six-month U.S. Dollar LIBOR plus a margin of 950 basis points. If any
Preferred Shares remain outstanding after September 30, 2005, then beginning on
October 1, 2005, and for each subsequent calendar month thereafter, the margin
for such calendar month will increase by 50 basis points over the margin for the
prior calendar month until all of the Preferred Shares have been repurchased or
redeemed, up to a maximum margin of 1,200 basis points, except that upon the
occurrence and during the continuance of certain voting rights triggering events
(as described below), the rate per annum for dividends will increase by 200
basis points above the then-applicable margin.
Voting rights triggering events include, among other things, the failure of
the Issuer to declare and pay dividends when due or to satisfy any mandatory
redemption or repurchase requirements; the occurrence of a default under CCFC's
term loan agreement or the indenture governing CCFC's second priority floating
rate notes (together, the "CCFC Financing Documents"); the breach of certain
other covenants or undertakings with respect to the Preferred Shares; and
certain bankruptcy-related events in relation to the Issuer and its
subsidiaries. In addition, upon the occurrence of a voting rights trigger event,
the holders of the Preferred Shares will have the right to elect the board of
directors of the Issuer.
Other than in connection with optional or mandatory redemptions or
repurchases of Preferred Shares, no dividends are otherwise payable until
February 13, 2006 (the "Maturity Date"). On the Maturity Date, the Issuer will
be required to redeem all of the then-outstanding Preferred Shares for a price
equal to their paid-up value plus any accrued and unpaid dividends to the
Maturity Date.
At its option, the Issuer may redeem or offer to repurchase Preferred
Shares, in whole or in part, at any time for a price equal to their paid-up
value plus accrued and unpaid dividends to the date of redemption. The Issuer
will be required to redeem or repurchase Preferred Shares (i) upon the
occurrence of certain change of control events with respect to the Issuer and/or
its direct and indirect parents and/or subsidiaries, and (ii) with the proceeds
of certain assets sales, debt issuances, and equity issuances, in each case (x)
by the Issuer and/or its direct and indirect parents and subsidiaries and (y) to
the extent permitted by, and after compliance with all applicable requirements
of, the CCFC Financing Documents.
The terms of the Preferred Shares require the Issuer to comply with all of
its obligations under the CCFC Financing Documents, as well as certain
additional covenants.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
Not Applicable
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.
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Charles B. Clark, Jr.
Senior Vice President, Controller and
Chief Accounting Officer
Date: August 19, 2005