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): October 6, 2005
CALPINE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
Commission File Number: 001-12079
I.R.S. Employer Identification Number: 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 October 14, 2005, CCFC Preferred Holdings, LLC (the "Issuer") issued
300,000 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 accredited investors
and qualified institutional buyers in a private placement in the United States
under Section 4(2) and Regulation D under the Securities Act of 1933. Morgan
Stanley & Co. Incorporated acted as placement agent for the offering. 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 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. Dividends will be
payable in cash semi-annually in arrears each February 26 and August 26,
beginning on February 26, 2006.
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.
The Issuer may redeem any of the Preferred Shares beginning on October 15,
2008 at an initial redemption price of 100% of paid-up value plus a premium
equal to 5%. The Issuer will be required to redeem all of the then outstanding
Preferred Shares on October 14, 2011, at their paid-up value, together with
accrued and unpaid dividends to such date. Additionally, 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 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 and its subsidiaries
to comply with all of its obligations under the CCFC Financing Documents, as
well as certain additional covenants.
ITEM 8.01 -- OTHER EVENTS
On October 6, 2005, in connection with the sale of its Ontelaunee facility
and in accordance with the instruments governing its indebtedness, CCFC
commenced simultaneously (i) an offer to purchase a portion of the indebtedness
outstanding under its Credit and Guarantee Agreement, dated as of August 23,
2003, as amended (the "Term Loans") with the net proceeds of the Ontelaunee sale
and (ii) a tender offer for a portion of its outstanding Second Priority Senior
Secured Floating Rate Notes due 2011 (the "Notes") with the net proceeds of the
Ontelaunee sale remaining after the payment for the Term Loans (if any) tendered
pursuant to the offer to purchase. The expiration date for the offer to purchase
Term Loans is October 28, 2005, and the expiration date for the Notes tender
offer is November 4, 2005, in each case unless extended or earlier terminated.
Term Loans and Notes tendered pursuant to the applicable offer may be withdrawn
at any time prior to the applicable expiration date. The purchase price for Term
Loans and Notes validly tendered (and not validly withdrawn) on or prior to the
applicable expiration date, and that are accepted for purchase pursuant to the
terms and conditions of the applicable offer, in each case will be par plus
accrued interest to and including the applicable purchase date. The purchase
date for the Term Loans and Notes accepted for purchase will be not later than
the third business day following the expiration date of the applicable offer.
The offers are subject to customary conditions, including, in the case of the
Notes, the availability of net proceeds from the Ontelaunee sale to repurchase
Notes pursuant to the tender offer after repayment of Term Loans.
CCFC does not make any recommendation as to whether or not holders of Notes
or Term Loans should tender their Notes or Term Loans pursuant to the offers.
Holders must make their own decision as to whether to tender their Notes or Term
Loans, and if tendering, the principal amount to tender. The information herein
is not an offer to purchase or a solicitation of an offer to sell any
securities.
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 October 17, 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: October 20, 2005
EXHIBIT INDEX
Exhibit Description
------- -----------------------------------
99.1 Press release dated October 17, 2005
================================================================================
EXHIBIT 99.1
NEWS RELEASE
Media Relations: Katherine Potter Investor Relations: Karen Bunton
408-792-1162 408-792-1121
kpotter@calpine.com kbunton@calpine.com
Calpine Closes $300 Million Preferred Shares Offering
By CCFC Preferred Holdings
(SAN JOSE, Calif.) /PR Newswire - First Call Oct. 17, 2005 - Calpine
Corporation's [NYSE:CPN] indirect, stand-alone subsidiary CCFC Preferred
Holdings, LLC (CCFC Holdings) has received funding for its $300 million offering
of 6-Year Redeemable Preferred Shares due 2011. Net proceeds from the offering
of the Redeemable Preferred Shares will be used as permitted by Calpine's
existing bond indentures. CCFC Holdings repaid the $150 million of redeemable
preferred shares due February 13, 2006 simultaneously with this closing.
CCFC Holdings indirectly owns six natural gas-fired, combined-cycle power
plants with a combined estimated peak capacity of approximately 3,700 megawatts.
Calpine and other Calpine affiliates are not responsible for the debts or other
obligations of CCFC Holdings or other CCFC entities.
The Redeemable Preferred Shares have not been registered under the
Securities Act of 1933, as amended, and may not be offered in the United States
or any state absent registration or an applicable exemption from registration
requirements. The Redeemable Preferred Shares were offered in a private
placement in the United States under Section 4(2) and Regulation D 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.