Attached files

file filename
EX-4.1 - AMENDED AND RESTATED INDENTURE - CALPINE CORPdex41.htm
EX-99.1 - PRESS RELEASE - CALPINE CORPdex991.htm
Table of Contents

 

 

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): July 23, 2010

 

 

CALPINE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-12079   77-0212977

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Table of Contents

TABLE OF CONTENTS

 

ITEM 1.01 — ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

   2

ITEM 2.03 —  CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

   2

ITEM 7.01 — REGULATION FD

   3

ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS

   3

SIGNATURES

   4

EXHIBIT INDEX

   5

 

1


Table of Contents

ITEM 1.01 — ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On July 23, 2010, as further discussed in Item 2.03 below, Calpine Corporation (“Calpine”) closed on its offering of $1.1 billion in aggregate principal amount of its 7.875% Senior Secured Notes due 2020 (the “Notes”) in a private placement. The Notes were issued under an amended and restated indenture, dated as of July 23, 2010 (the “Indenture”), among Calpine, the guarantors party thereto and Wilmington Trust Company, as trustee. The Notes, and related guarantees, are secured equally and ratably with the indebtedness incurred under Calpine’s First Lien Credit Facility by a first-priority lien on substantially all of Calpine’s and certain of the guarantors’ existing and future assets, subject to certain exceptions and permitted liens. The net proceeds from the offering of the Notes were used to repay a portion of the term loan borrowings under Calpine’s First Lien Credit Facility. Such term loans were extinguished and may not be reborrowed. The information in Item 2.03 below is hereby incorporated by reference in this Item 1.01.

ITEM 2.03 — CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

On July 23, 2010, Calpine issued $1.1 billion in aggregate principal amount of its 7.875% senior secured notes due 2020 in a private placement. This summary of the terms of the Indenture and the Notes is qualified in its entirety by reference to the Indenture, a copy of which (including the form of the Notes) is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The Notes bear interest at 7.875% payable semiannually on January 31 and July 31 of each year beginning on January 31, 2011. Calpine will make each interest payment to the holders of record on the January 15 and July 15 immediately preceding the applicable interest payment date. The Notes will mature on July 31, 2020. The Notes are guaranteed by each of Calpine’s current and future domestic subsidiaries that are a borrower or guarantor under the First Lien Credit Facility and rank equally in right of payment with all of Calpine’s and the guarantors’ other existing and future senior indebtedness, and will be effectively subordinated in right of payment to all existing and future liabilities of Calpine’s subsidiaries that do not guarantee the Notes. The Notes are secured equally and ratably with indebtedness under Calpine’s First Lien Credit Facility and certain other indebtedness that is permitted to be secured by such assets by a first-priority lien, subject to certain exceptions and permitted liens, on substantially all of Calpine’s and certain of the guarantors’ existing and future assets.

Subject to certain qualifications and exceptions, the Indenture will, among other things, limit Calpine’s ability and the ability of the guarantors to:

 

   

incur or guarantee additional first lien indebtedness;

 

   

enter into commodity hedge agreements;

 

   

enter into sale and leaseback transactions;

 

   

create liens; and

On or after July 31, 2015, Calpine may on any one or more occasions redeem all or a part of the 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 Notes at any time prior to July 31, 2015, at a price equal to 100% of the aggregate principal amount thereof, plus a “make-whole” premium and accrued and unpaid interest. Prior to July 31, 2013, Calpine may redeem up to 35% of the aggregate principal amount of the Notes with the net cash proceeds of certain equity offerings, at a price equal to 107.875% of the aggregate principal amount thereof, plus accrued and unpaid interest. In addition, prior to July 31, 2015, but not more than once in any 12-month period, Calpine may redeem up to 10% of the original aggregate principal amount of the Notes at a redemption price of 103% of the aggregate principal amount thereof, plus accrued and unpaid interest.

If a Change of Control Triggering Event (as defined in the Indenture) occurs, each holder of the 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)

 

2


Table of Contents

of that holder’s 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 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 or related security documents, default under or acceleration of certain other indebtedness, failure to pay certain judgments, and repudiation or unenforceability of obligations under the security documents or the guarantees, 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 the outstanding Notes may declare the Notes to be due and payable immediately.

ITEM 7.01 — REGULATION FD

On July 23, 2010, Calpine announced the closing of the offering of the Notes described in Item 2.03 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 herewith.

ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits

 

Exhibit No.

 

Description

4.1   Amended and Restated Indenture, dated July 23, 2010, among Calpine Corporation, the guarantors party thereto and Wilmington Trust Company, as trustee, including the form of the Notes.
99.1   Calpine Corporation Press Release dated July 23, 2010.*

 

* Furnished herewith.

 

3


Table of Contents

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
  By:  

  /s/ ZAMIR RAUF

    Zamir Rauf
    Executive Vice President and
    Chief Financial Officer

Date: July 23, 2010

 

4


Table of Contents

EXHIBIT INDEX

 

Exhibit No.

 

Description

4.1   Amended and Restated Indenture, dated July 23, 2010, among Calpine Corporation, the guarantors party thereto and Wilmington Trust Company, as trustee, including the form of the Notes.
99.1   Calpine Corporation Press Release dated July 23, 2010.*

 

* Furnished herewith.

 

5