(HOUSTON, Texas) – December 2, 2020 – Calpine Corporation today announced that it intends to offer $1,000,000,000 in aggregate principal amount of its Senior Secured Notes due 2031 in a private placement. The notes will be guaranteed by each of Calpine Corporation’s current and future subsidiaries that is a guarantor under Calpine Corporation’s first lien credit facilities. The notes and related guarantees will be secured equally and ratably with the indebtedness incurred under Calpine Corporation’s first lien credit facilities and other indebtedness that is permitted to be secured by such assets, by a first-priority lien on substantially all of Calpine Corporation’s and certain of the guarantors’ existing and future assets, subject to certain exceptions and permitted liens.
Calpine Corporation intends to use the net proceeds from this offering, together with cash on hand (if necessary), to (i) repay a portion of the borrowings outstanding under its first lien term loan facility maturing in 2024 (the “2024 First Lien Term Loan”), (ii) redeem and/or purchase pursuant to a tender offer a portion of its outstanding 5.250% Senior Secured Notes due 2026 (the “2026 Notes”) and (iii) pay premiums, fees and expenses relating to the repayment of the 2024 First Lien Term Loan and the redemption and/or purchase of 2026 Notes. Any net proceeds from the offering in excess of that used for the purposes described above will be used for general corporate purposes, which may include repayment of existing debt.
The notes will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States without registration under the Securities Act or pursuant to an applicable exemption from such registration. The notes mentioned herein may be offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States in reliance on Regulation S under the Securities Act.
This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any security and nor shall there be any offer, solicitation or sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful. This announcement does not constitute an offer to purchase, the solicitation of an offer to sell, or a notice to redeem any of the 2026 Notes.
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, our ability to consummate the offering of the notes on the terms described or at all, 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