Calpine Corporation Announces End of “Go-Shop” Period
October 03 2017 - 4:30PM
Business Wire
Calpine Corporation (NYSE: CPN), America’s largest generator of
electricity from natural gas and geothermal resources, today
announced the expiration of the 45-day “go-shop” period pursuant to
the terms of the previously announced definitive agreement under
which Energy Capital Partners (ECP) along with a consortium of
investors led by Access Industries and Canada Pension Plan
Investment Board will acquire Calpine. Calpine, with the assistance
of Lazard, solicited alternative transaction proposals during the
“go-shop” period from 65 potential acquirers, comprised of 25
strategic parties, six pension funds and sovereign wealth funds, 30
infrastructure firms and financial sponsors and four family offices
and insurance companies, which resulted in one potential financial
sponsor negotiating and entering into a confidentiality agreement
with Calpine. None of the parties contacted during the “go-shop”
period, including such financial sponsor, or any other party,
proposed an alternative transaction to Calpine during the 45-day
“go-shop” period.
The acquisition is expected to be completed during the first
quarter of calendar year 2018, subject to satisfaction of customary
closing conditions, including approval by stockholders representing
a majority of outstanding shares of common stock of Calpine.
About Calpine
Calpine Corporation is America’s largest generator of
electricity from natural gas and geothermal resources with
operations in competitive power markets. Our fleet of 80 power
plants in operation or under construction represents approximately
26,000 megawatts of generation capacity. Through wholesale power
operations and our retail businesses Calpine Energy Solutions and
Champion Energy, we serve customers in 25 states, 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. Please visit
www.calpine.com to learn more about how Calpine is creating power
for a sustainable future.
Calpine’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2017, has been filed with the Securities and Exchange
Commission (SEC) and is available on the SEC’s website at
www.sec.gov.
Forward Looking Statements
This communication contains certain information, including
financial estimates and statements as to the expected timing,
completion and effects of the proposed merger involving Calpine and
ECP, which may constitute forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are
subject to risks and uncertainties, and actual results may differ
materially. Such forward-looking statements include, among others,
statements about the benefits of the proposed transaction,
including future financial and operating results, plans,
objectives, expectations for Calpine and other statements that are
not historical facts. Such statements are based on the current
beliefs and expectations of the management of Calpine and are
subject to significant risks and uncertainties outside of Calpine’s
control. These risks and uncertainties include the possibility that
the anticipated benefits from the proposed transaction with ECP
will not be realized, or will not be realized within the expected
time periods; the occurrence of any event, change or other
circumstances that could give rise to termination of the proposed
transaction agreement; the failure of Calpine’s stockholders to
adopt the merger agreement; operating costs, customer loss and
business disruption (including, without limitation, difficulties in
maintaining relationships with employees, customers, clients or
suppliers) may be greater than expected following the announcement
of the proposed transaction; risks associated with the disruption
of management’s attention from ongoing business operations due to
the proposed transaction; the inability to obtain necessary
regulatory approvals of the proposed transaction or the receipt of
such approvals subject to conditions that are not anticipated; the
risk that a condition to closing the transaction may not be
satisfied on a timely basis or at all; the risk that the proposed
transaction fails to close for any other reason; the outcome of any
legal proceedings related to the proposed transaction; the parties’
ability to meet expectations regarding the timing and completion of
the proposed transaction; the impact of the proposed transaction on
Calpine’s credit ratings; and other risks described in Calpine’s
Form 10-K, Form 10-Q and Form 8-K reports filed with the SEC.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
Except as otherwise required by law, Calpine does not undertake any
obligation, and expressly disclaims any obligation, to update,
alter or otherwise revise any forward-looking statements, whether
written or oral, that may be made from time to time, whether as a
result of new information, future events or otherwise.
Additional Information and Where to Find It
This communication may be deemed solicitation material in
respect of the proposed acquisition of Calpine by ECP. This
communication does not constitute a solicitation of any vote or
approval. In connection with the proposed transaction, Calpine
plans to file with the SEC preliminary and definitive proxy
statements and other relevant documents. The definitive proxy
statement (when available) will be mailed to Calpine’s
stockholders. INVESTORS AND SECURITYHOLDERS ARE ADVISED TO READ THE
PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS
TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders may obtain a
free copy of the proxy statement (when available) and other
documents filed by Calpine with the SEC from the SEC’s website at
www.sec.gov. In addition, investors and security holders may obtain
free copies of the documents filed with the SEC at Calpine’s
website at www.calpine.com/investor-relations.
Participants in the Solicitation
Calpine and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from Calpine’s
stockholders in connection with the proposed transaction. Investors
and security holders may obtain more detailed information regarding
the names, affiliations and interests of Calpine’s directors and
executive officers by reading Calpine’s Annual Report on Form 10-K,
which was filed with the SEC on February 10, 2017, and proxy
statement for its 2017 annual meeting of stockholders, which was
filed with the SEC on March 29, 2017. Additional information
regarding potential participants in such proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be included in the proxy statement and
other relevant documents filed by Calpine with the SEC in
connection with the proposed transaction when they become
available.
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version on businesswire.com: http://www.businesswire.com/news/home/20171003006491/en/
Calpine CorporationMedia
Relations:Brett Kerr,
713-830-8809brett.kerr@calpine.comorInvestor
Relations:Bryan Kimzey,
713-830-8775bryan.kimzey@calpine.comorSard Verbinnen &
Co.Frances Jeter (Houston) / Jared Levy & Patrick Scanlan
(New York)(832) 687-5120 / (212)
687-8080Calpine-SVC@sardverb.com
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