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 25, 2009
CALPINE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-12079
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77-0212977
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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717 Texas Avenue, Suite 1000, Houston, Texas 77002
(Addresses of principal executive offices and zip codes)
Registrant’s telephone number, including area code: (713) 830-8775
Not applicable
(Former name or former address if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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ITEM 1.01 — ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS
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SIGNATURES
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EXHIBIT INDEX
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ITEM 1.01 — ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Calpine Corporation (“Calpine”) executed the First Amendment to Credit Agreement and Second Amendment to Collateral Agency and Intercreditor Agreement (“the Amendment"), effective August 25, 2009, amending both the Credit Agreement dated as of January 31, 2008 (the “First Lien Facility” sometimes
referred to as Calpine’s Exit Facility), and the Collateral Agency and Intercreditor Agreement, dated as of January 31, 2008, among Calpine, Calpine’s subsidiaries named therein as guarantors, the lenders party thereto from time to time, and Goldman Sachs Credit Partners L.P., as administrative agent and collateral agent. The Amendment provides Calpine additional flexibility with its capital structure by allowing Calpine, subject to certain conditions:
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the option to buy back debt at a discount using cash on hand via an auction process;
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the option to offer bonds to retire or exchange first lien term loans;
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the option to issue first lien bonds under the accordion provision of the First Lien Facility, which previously only permitted the issuance of first lien term loans; and
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the option to extend all or a portion of the revolver and term loan maturities, on revised terms, subject to acceptance by applicable lenders.
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In addition, the Amendment provides for the aggregation of various investment and capital expenditure baskets.
This description of the Amendment is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.2 and is incorporated into this Item 1.01 by reference.
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ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS
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(d)
Exhibits
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Exhibit No.
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Description
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10.1
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Credit Agreement, dated as of January 31, 2008, among Calpine, as borrower, Goldman Sachs Credit Partners L.P., Credit Suisse, Deutsche Bank Securities Inc. and Morgan Stanley Senior Funding, Inc., as co-documentation agents and as co-syndication agents, General Electric Capital Corporation, as sub-agent for the revolving lenders, Goldman
Sachs Credit Partners L.P., as administrative agent and as collateral agent and each of the financial institutions from time to time party thereto (incorporated by reference to Exhibit 4.1 to Calpine’s Current Report on Form 8-K filed with the SEC on February 1, 2008).
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10.2
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First Amendment to Credit Agreement and Second Amendment to Collateral Agency and Intercreditor Agreement, dated as of August 20, 2009, among Calpine, certain of Calpine’s subsidiaries as guarantors, the financial institutions party thereto as lenders and Goldman Sachs Credit Partners L.P., as administrative agent and collateral agent.*
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* Filed herewith.
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
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By:
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/s/ Zamir Rauf
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Zamir Rauf
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Executive Vice President and
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Chief Financial Officer
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Date: August 26, 2009
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Credit Agreement, dated as of January 31, 2008, among Calpine, as borrower, Goldman Sachs Credit Partners L.P., Credit Suisse, Deutsche Bank Securities Inc. and Morgan Stanley Senior Funding, Inc., as co-documentation agents and as co-syndication agents, General Electric Capital Corporation, as sub-agent for the revolving lenders, Goldman
Sachs Credit Partners L.P., as administrative agent and as collateral agent and each of the financial institutions from time to time party thereto (incorporated by reference to Exhibit 4.1 to Calpine’s Current Report on Form 8-K filed with the SEC on February 1, 2008).
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10.2
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First Amendment to Credit Agreement and Second Amendment to Collateral Agency and Intercreditor Agreement, dated as of August 20, 2009, among Calpine, certain of Calpine’s subsidiaries as guarantors, the financial institutions party thereto as lenders and Goldman Sachs Credit Partners L.P., as administrative agent and collateral agent.*
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* Filed herewith.