Calpine Corporation ("Calpine") today announced that it has amended and supplemented its offer to purchase its outstanding 5.750% Senior Notes due 2025 (CUSIP No. 131347 CF1) (the "2025 Notes") set forth in the Offers to Purchase and Consent Solicitation Statement, dated July 27, 2020 (as so supplemented, the "Offers to Purchase").
The offer with respect to the 2025 Notes (the "2025 Offer") has been amended from an offer to purchase 2025 Notes up to a maximum payment amount of $741,000,000 to an offer to purchase any and all of the outstanding 2025 Notes and solicitation of consents (the "2025 Consent Solicitation") to effectuate proposed amendments to the indenture governing the 2025 Notes (the "2025 Indenture"). The proposed amendments to the 2025 Indenture (the "2025 Proposed Amendments) would (i) eliminate certain restrictive covenants and related provisions contained in the 2025 Indenture and (ii) shorten the notice period requirement for optional redemptions of the 2025 Notes. Adoption of the 2025 Proposed Amendments requires the consents (the "2025 Consents") of the holders of 2025 Notes (the "2025 Holders") of a majority in aggregate principal amount of the outstanding 2025 Notes. The terms and conditions of the revised offer and consent solicitation are described in a Supplement to the Offers to Purchase, dated July 27, 2020 (the "Supplement"). No additional consideration is payable for a 2025 Consent but the 2025 tender offer consideration (as described in the Offers to Purchase) also constitutes consideration for the 2025 Consents.
Except as described in the Supplement, all terms and conditions set forth in the Offers to Purchase will apply to the revised 2025 Offer and 2025 Consent Solicitation.
The consummation of the 2025 Offer and 2025 Consent Solicitation is not conditioned upon any minimum amount of 2025 Notes being tendered, but is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offers to Purchase, including, among others, Calpine consummating an offering of debt securities.
In addition, Calpine has issued notices of redemption with respect to its 5.500% Senior Notes due 2024 (the "2024 Notes") and with respect to its 2025 Notes, subject to the satisfaction or waiver of certain conditions.
Credit Suisse Securities (USA) LLC has been retained as the dealer manager. D.F. King & Co., Inc. has been retained to serve as both the tender agent and the information agent. Persons with questions regarding the 2025 Offer and the 2025 Consent Solicitation should contact Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free) or (212) 325-2476 (collect). Copies of the Offers to Purchase, the Supplement and other related materials may be obtained online at www.dfking.com/calpine or by contacting D.F. King & Co., Inc. at (toll-free) (800) 431-9646 or (collect) (212) 269-5550 or email: email@example.com.
None of Calpine or its affiliates, its board of directors, the dealer manager, the tender agent and the information agent or the trustee for the 2025 Notes makes any recommendation as to whether holders of the 2025 Notes should tender or refrain from tendering the 2025 Notes.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the 2025 Notes or to buy or sell any other securities. The 2025 Offer and the 2025 Consent Solicitation are made only through the Offers to Purchase and the Supplement. The 2025 Offer and the 2025 Consent Solicitation are not being made to holders of 2025 Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky and other laws of such jurisdiction. In any jurisdiction in which the 2025 Offer and the 2025 Consent Solicitation are required to be made by a licensed broker or dealer, the 2025 Offer and the 2025 Consent Solicitation will be deemed to be made on behalf of Calpine by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. This press release shall not constitute a notice of redemption of either the 2024 Notes or the 2025 Notes.
Calpine Corporation is America’s largest generator of electricity from natural gas and geothermal resources with operations in competitive power markets. Our fleet of 77 power plants, including one under construction, represents over 26,000 megawatts of generation capacity. Through wholesale power operations and our retail businesses, Calpine Energy Solutions and Champion Energy, we serve customers in 23 states in the United States and in Canada and Mexico. Our clean, efficient, modern and flexible fleet uses advanced technologies to generate power in a low-carbon and environmentally responsible manner. We are uniquely positioned to benefit from the secular trends affecting our industry, including the abundant and affordable supply of clean natural gas, environmental regulation, aging power generation infrastructure and the increasing need for dispatchable power plants to successfully integrate intermittent renewables into the grid.
In addition to historical information, this release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We use words such as "believe," "intend," "expect," "anticipate," "plan," "may," "will," "should," "estimate," "potential," "project" and similar expressions to identify forward-looking statements. Such statements include, among others, those concerning our expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. We believe that the forward-looking statements are based upon reasonable assumptions and expectations. However, you are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause actual results to differ materially from those anticipated in the forward-looking statements. Please see the risks identified in this release or in Calpine’s reports and registration statements filed with the Securities and Exchange Commission, including, without limitation, the risk factors identified in its Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020. These filings are available by visiting the Securities and Exchange Commission’s website at www.sec.gov or Calpine’s website at www.calpine.com. Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements. Many of these factors are beyond our ability to control or predict. Our forward-looking statements speak only as of the date of this release. Actual results or developments may differ materially from the expectations expressed or implied in the forward-looking statements, and, other than as required by law, Calpine undertakes no obligation to update or revise any such statements, whether as a result of new information, future events, or otherwise.
Vice President, External Affairs
W. Bryan Kimzey
Senior Vice President, Finance & Treasurer