Calpine Announces Offer to Purchase 9 5/8% First Priority Senior Secured Notes due 2014 for Up to $400,000,000 Million in Aggreg
December 01 2005 - 11:56PM
PR Newswire (US)
SAN JOSE, Calif., Dec. 1 /PRNewswire-FirstCall/ -- Calpine
Corporation (NYSE:CPN) announced today the commencement of a tender
offer (the "Offer") to purchase for aggregate cash consideration
not to exceed $400,000,000 (the "Maximum Tender Amount") such
portion of the outstanding 9 5/8% First Priority Senior Secured
Notes due 2014 (the "Notes") as are validly issued and not
withdrawn up to the Maximum Tender Amount. The aggregate principal
amount of the outstanding Notes is currently $646,105,000. Subject
to the terms and conditions of the Offer, the consideration for the
Notes validly tendered pursuant to the Offer on or prior to 12:00
midnight, New York City time, on the Expiration Date (as defined
below) (the "Offer Consideration") shall be $1,000 per $1,000
principal amount of the Notes, plus accrued and unpaid interest up
to, and including, the settlement date for the tender offer, which
will be promptly following the Expiration Date. The Offer is
scheduled to expire at 12:00 midnight, New York City Time, on
December 29, 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 Tendered Notes may be withdrawn at any time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 Company is making this Offer to avail itself of the
opportunity to reduce its first lien indebtedness by applying the
proceeds of the sale in July 2005 of certain U.S. natural gas
assets to the purchase of the Notes. Notwithstanding any other
provision of the Offer, Calpine's obligation to accept for
purchase, and to pay for, Notes validly tendered pursuant to the
Offer is conditioned upon satisfaction or waiver of certain
conditions as set forth in the Offer to Purchase. Calpine, in its
sole discretion, may waive any of the conditions of the tender
offer in whole or in part, at any time or from time to time.
Calpine reserves the right in its sole discretion to extend, amend
or terminate the Offer, subject to applicable law. 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 December 1, 2005. Calpine has retained The
Bank of New York to serve as the Tender Agent and MacKenzie
Partners, Inc. to serve as Information Agent for the Tender Offer.
Additional information, and copies of the Offer to Purchase, the
Letter of Transmittal and other documents, may be obtained from
MacKenzie Partners, Inc. at (800) 322-2885 or by calling (212)
929-5500 collect or in writing at 105 Madison Avenue, New York, New
York 10016. None of Calpine, the Tender Agent or the Information
Agent makes 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. In any
jurisdiction where the laws require the Offer to be made by a
licensed broker or dealer, the Offer will be deemed made on behalf
of Calpine by one or more registered brokers or dealers under the
laws of such jurisdiction. 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 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 September 30, 2005, which
can be found on the Company's website at http://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. DATASOURCE: Calpine Corporation CONTACT: Media,
Katherine Potter, +1-408-792-1168, or , or Investor Relations, Rick
Barraza, +1-408-792-1125, or , or Karen Bunton, +1-408-792-1121, or
, all of Calpine Web site: http://www.calpine.com/
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