ITEM 1.01 — ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 10, 2020, as further discussed in Item 2.03 below, Calpine Corporation (“Calpine”) closed on $650 million in aggregate principal amount of its 4.625% Senior Notes due 2029 (the “2029 Senior Unsecured Notes”) and $850 million in aggregate principal amount of its 5.000% Senior Notes due 2031 (the “2031 Senior Unsecured Notes”). The 2029 Senior Unsecured Notes and 2031 Senior Unsecured Notes were offered in private placements under separate indentures dated as of August 10, 2020 (the “2029 Indenture” and the “2031 Indenture,” respectively), between Calpine and Wilmington Trust, National Association, as trustee. The information in Item 2.03 below is hereby incorporated by reference in this Item 1.01.
Calpine utilized the proceeds received from the 2029 Senior Unsecured Notes and 2031 Senior Unsecured Notes, together with operating cash on hand, to purchase to tender offers or redeem the 5.500% senior notes due 2024 and the 5.750% senior notes due 2025.
ITEM 2.03 — CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
2029 Senior Unsecured Notes
As disclosed above, on August 10, 2020, Calpine issued $650 million in aggregate principal amount of its 2029 Senior Unsecured Notes in a private placement. This summary of the terms of the 2029 Indenture and the 2029 Senior Unsecured Notes is qualified in its entirety by reference to the 2029 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 2029 Senior Unsecured Notes bear interest at 4.625% payable semiannually on February 1 and August 1 of each year beginning on February 1, 2021. 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 2029 Senior Unsecured Notes will mature on February 1, 2029.
The 2029 Senior Unsecured Notes are:
On or after February 1, 2024, Calpine may on any one or more occasions redeem all or a part of the 2029 Senior Unsecured Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices set forth in the 2029 Indenture, plus any accrued and unpaid interest. Calpine may also redeem any of the 2029 Senior Unsecured Notes at any time prior to February 1, 2024, at a price equal to 50% of the aggregate principal amount thereof, plus a “make whole” premium and accrued and unpaid interest. Prior to February 1, 2024, Calpine may redeem up to 35% of the aggregate principal amount of the 2029 Senior Unsecured Notes with the proceeds of certain equity offerings, at a price equal to 104.625% of the aggregate principal amount, plus accrued and unpaid interest.
If a Change of Control Triggering Event (as defined in the 2029 Indenture) occurs, each holder of the 2029 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 2029 Senior Unsecured Notes to a Change of Control Offer (as defined in the 2029 Indenture) on the terms set forth in the 2029 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 2029 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 2029 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 2029 Senior Unsecured Notes may declare the 2029 Senior Unsecured Notes to be due and payable immediately.
2031 Senior Unsecured Notes
As disclosed above, on August 10, 2020, Calpine issued $850 million in aggregate principal amount of its 2031 Senior Unsecured Notes in a private placement. This summary of the terms of the 2031 Indenture and the 2031 Senior Unsecured Notes is
qualified in its entirety by reference to the 2031 Indenture, a copy of which is attached as Exhibit 4.2 to this Current Report on Form 8-K and incorporated by reference herein.
The 2031 Senior Unsecured Notes bear interest at 5.000% payable semiannually on February 1 and August 1 of each year beginning on February 1, 2021. 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 2031 Senior Unsecured Notes will mature on February 1, 2031.
The 2031 Senior Unsecured Notes are:
On or after February 1, 2026, Calpine may on any one or more occasions redeem all or a part of the 2031 Senior Unsecured Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices set forth in the 2031 Indenture, plus any accrued and unpaid interest. Calpine may also redeem any of the 2031 Senior Unsecured Notes at any time prior to February 1, 2026, at a price equal to 50% of the aggregate principal amount thereof, plus a “make whole” premium and accrued and unpaid interest. Prior to February 1, 2024, Calpine may redeem up to 35% of the aggregate principal amount of the 2031 Senior Unsecured Notes with the proceeds of certain equity offerings, at a price equal to 105.000% of the aggregate principal amount, plus accrued and unpaid interest.
If a Change of Control Triggering Event (as defined in the 2031 Indenture) occurs, each holder of the 2031 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 2031 Senior Unsecured Notes to a Change of Control Offer (as defined in the 2031 Indenture) on the terms set forth in the 2031 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 2031 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 2031 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 2031 Senior Unsecured Notes may declare the 2031 Senior Unsecured Notes to be due and payable immediately.
ITEM 8.01 — OTHER EVENTS
Dividend Payment
Following continued strong reported and expected financial results, on August 17, 2020, Calpine funded a dividend of $500 million from cash on hand to its parent, CPN Management, LP. In addition and consistent with its commitment to maintain a strong balance sheet, Calpine intends to maintain net leverage in the 4.0 to 5.0x range (based on the definition of Consolidated EBITDA used in Calpine’s revolving credit facility credit agreement).
Future Filings
As a result of the purchase of the 5.500% senior notes due 2024 and the 5.750% senior notes due 2025, Calpine is no longer contractually required to file any reports or other information with the Securities and Exchange Commission (the “SEC”) and instead is permitted to satisfy the financial reporting obligations of its debt instruments by posting such required financial information on its website (which may be subject to reasonable confidentiality restrictions).
Calpine is currently a “voluntary filer” under the applicable rules and regulations of the SEC. Thus, Calpine intends to cease filing all reports with the SEC. All future financial reports will be posted to the above-referenced website.
ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS
CALPINE CORP Exhibit
EX-4.1 2 exhibit_41x2029xnotesxinde.htm EXHIBIT 4.1 – INDENTURE 2029 NOTES Exhibit Exhibit 4.1Execution VersionCALPINE CORPORATION4.625% SENIOR NOTES DUE 2029__________________INDENTUREDated as of August 10,…
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About CALPINE CORPORATION (NYSE:CPN)

Calpine Corporation is a power generation company. The Company is engaged in the ownership and operation of primarily natural gas-fired and geothermal power plants in North America. The Company’s segments include West (including geothermal), Texas and East (including Canada). In the Northeast and Mid-Atlantic regions, the Company has generating units capable of burning either natural gas or fuel oil. The Company operates its business through various divisions and subsidiaries. The Company’s portfolio consists of various types of power generation technologies, including natural gas-fired combustion turbines, which include combined-cycle plants and renewable geothermal conventional steam turbines. Its Geysers Assets located in northern California represent the geothermal power generation portfolio in the United States, as well as the producing power generation asset of all renewable energy in the state of California.