Attached files

file filename
EX-99.2 - EXHIBIT 99.2 - CALPINE CORPORATION PRESS RELEASE DATED DEC 19, 2019 - CALPINE CORPexhibit992-dec192019tender.htm
EX-99.1 - EXHIBIT 99.1 - CALPINE CORPORATION PRESS RELEASE DATED DEC 19, 2019 - CALPINE CORPexhibit991-dec192019noteso.htm






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): December 19, 2019
image0a08.jpg
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) 830-2000



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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨








TABLE OF CONTENTS

 
ITEM 7.01 — REGULATION FD DISCLOSURE
 
 
ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS
 
 
SIGNATURES
 
 
EXHIBIT INDEX
 



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ITEM 7.01 — REGULATION FD DISCLOSURE
On December 19, 2019, Calpine Corporation (the “Company”) announced that it intends to offer $1,250 million in aggregate principal amount of Senior Notes due 2028. In addition, the Company also announced the commencement of a cash tender offer for its 5.375% Senior Notes due 2023. A copy of each press release is being furnished as Exhibit 99.1 and 99.2 hereto.
The information in this Item 7.01, including Exhibit 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “1934 Act”), nor shall it be deemed “incorporated by reference” into any filing under the Securities Act of 1933, as amended, or the 1934 Act, except as may be expressly set forth by specific reference in such filing.

ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS

(d)
Exhibits

Exhibit No.
 
Description
 
 
 
 
Calpine Corporation Press Release dated December 19, 2019.*
 
 
 
 
Calpine Corporation Press Release dated December 19, 2019.*
__________
*
Furnished herewith.


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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/ W. THADDEUS MILLER
 
 
 
 
W. Thaddeus Miller
 
 
 
 
Executive Vice Chairman, Chief Legal Officer and
 
 
 
 
Secretary
 
 
 
 
 
 
 
 Date: December 19, 2019
 
 
 



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EXHIBIT INDEX

Exhibit No.
 
Description
 
 
 
 
Calpine Corporation Press Release dated December 19, 2019.*
 
 
 
 
Calpine Corporation Press Release dated December 19, 2019.*
__________
*
Furnished herewith.


4