Calpine Corporation announced today the early results of its previously announced cash tender offer (the “Offer”) to purchase up to $335 million in aggregate principal amount (the “Tender Cap Amount”) of its outstanding 5.250% Senior Secured Notes due 2026 (CUSIP Nos.: 131347 CK0 / U13055 AR6 / U13055 AS4) (the “Notes”). The terms and conditions of the Offer are described in an Offer to Purchase, dated December 2, 2020 (the “Offer to Purchase”). The Early Tender Date (as defined in the Offer to Purchase) occurred at 5:00 p.m., New York City time, on December 15, 2020.
As of the Early Tender Date, $1,016,313,000 principal amount, or approximately 85.8% of the outstanding aggregate principal amount, of the Notes, had been validly tendered (and not validly withdrawn). Calpine Corporation has accepted for purchase approximately $335 million principal amount of Notes validly tendered and not validly withdrawn prior to the Early Tender Date pursuant to the Offer. Because the amount of Notes validly tendered and not validly withdrawn exceeds the Tender Cap Amount, such Notes will be accepted on a pro rata basis as set forth in the Offer to Purchase, subject to a proration factor of approximately 33.0%.
Holders who validly tendered (and did not validly withdraw) their Notes at or prior to the Early Tender Date will receive $1,047.25 per $1,000 principal amount of Notes accepted, plus accrued and unpaid interest from the last interest payment date with respect to the Notes to, but not including, December 17, 2020. Although the Offer is scheduled to expire at 11:59 p.m., New York City time, on December 30, 2020, Calpine Corporation does not expect to accept for purchase any tenders of Notes after the Early Tender Date.
J.P. Morgan Securities LLC is the dealer manager for the Offer. D.F. King & Co., Inc. has been retained to serve as both the tender agent and the information agent. Persons with questions regarding the Offer should contact J.P. Morgan Securities LLC at (866) 834-4087 (U.S. toll-free) and (212) 834-4087 (collect). Copies of the Offer to Purchase and other related materials may be obtained online at www.dfking.com/calpine or by contacting D.F. King & Co., Inc. at (toll-free) (877) 478-5043 or (collect) (212) 269-5550 or email: firstname.lastname@example.org.
None of Calpine Corporation or its affiliates, its board of directors, the dealer manager, the tender agent and the information agent or the trustee for the Notes, makes any recommendation as to whether holders of the Notes should tender or refrain from tendering the Notes.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities, nor shall there be any sale of the Notes or any other securities in any state in which such offer, solicitation or sale would be unlawful. The Offer is made only through the use of the Offer to Purchase. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Offer is required to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Calpine Corporation by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Calpine Corporation is America’s largest generator of electricity from natural gas and geothermal resources with operations in competitive power markets. Our fleet of 76 power plants in operation, including one under construction, represents nearly 26,000 megawatts of generation capacity. Through wholesale power operations and our retail businesses, Calpine Energy Solutions and Champion Energy, we serve customers in 23 states in the United States and in 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.
In addition to historical information, this release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We use words such as “believe,” “intend,” “expect,” “anticipate,” “plan,” “may,” “will,” “should,” “estimate,” “potential,” “project” and similar expressions to identify forward-looking statements. Such statements include, among others, those concerning our expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. We believe that the forward-looking statements are based upon reasonable assumptions and expectations. However, you are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause actual results to differ materially from those anticipated in the forward-looking statements. Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements. Many of these factors are beyond our ability to control or predict. Our forward-looking statements speak only as of the date of this release. Other than as required by law, Calpine Corporation undertakes no obligation to update or revise any such statements, whether as a result of new information, future events or otherwise.
Vice President, External Affairs
W. Bryan Kimzey
Senior Vice President, Finance & Treasurer