ITEM 2.03 — CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
2028 Senior Unsecured Notes
As disclosed above, on December 27, 2019, Calpine issued $1.4 billion in aggregate principal amount of its 2028 Senior Unsecured Notes in a private placement. This summary of the terms of the Indenture and the 2028 Senior Unsecured Notes is qualified in its entirety by reference to the Indenture, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated by reference herein.
The 2028 Senior Unsecured Notes bear interest at 5.125% payable semiannually on March 15 and September 15 of each year beginning on September 15, 2020. Calpine will make each interest payment to the holders of record on the March 1 and September 1 immediately preceding the applicable interest payment date. The 2028 Senior Unsecured Notes will mature on March 15, 2028.
The 2028 Senior Unsecured Notes are:
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general unsecured obligations of Calpine;
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rank equally in right of payment with all of Calpine’s existing and future senior indebtedness;
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effectively subordinated to Calpine’s secured indebtedness to the extent of the value of the collateral securing such indebtedness;
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structurally subordinated to any existing and future indebtedness and other liabilities of Calpine’s subsidiaries; and
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senior in right of payment to any of Calpine’s subordinated indebtedness.
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On or after March 15, 2023, Calpine may on any one or more occasions redeem all or a part of the 2028 Senior Unsecured Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices set forth in the Indenture, plus any accrued and unpaid interest. Calpine may also redeem any of the 2028 Senior Unsecured Notes at any time prior to March 15, 2023, at a price equal to 100% of the aggregate principal amount thereof, plus a “make whole” premium and accrued and unpaid interest. Prior to March 15, 2023, Calpine may redeem up to 35% of the aggregate principal amount of the 2028 Senior Unsecured Notes with the proceeds of certain equity offerings, at a price equal to 105.125% of the aggregate principal amount, plus accrued and unpaid interest.
If a Change of Control Triggering Event (as defined in the Indenture) occurs, each holder of the 2028 Senior Unsecured Notes will have the right to require Calpine to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s 2028 Senior Unsecured Notes pursuant to a Change of Control Offer (as defined in the Indenture) on the terms set forth in the Indenture in cash equal to 101% of the aggregate principal amount, plus accrued and unpaid interest.
If an event of default arises from certain events of bankruptcy or insolvency, all outstanding 2028 Senior Unsecured Notes will become due and payable immediately without further action or notice. If other events of default arise, including failure to pay principal or interest on a timely basis, failure to comply with the agreements under the Indenture, default under or acceleration of certain other indebtedness, failure to pay certain judgments, subject to certain limitations including, if applicable, the giving of notice or the expiration of any grace or cure period, or both, the trustee or holders of at least 25% of the aggregate principal amount of outstanding 2028 Senior Unsecured Notes may declare the 2028 Senior Unsecured Notes to be due and payable immediately.