Calpine Corporation (ticker: CPN, exchange: NYSE Archipelago Exchange (.N))
News Release -
10-Mar-2006
Calpine Announces Amendments to Consent to Waivers From Holders of Its Notes and Its Secured Term Loans SAN JOSE, Calif., March 10 /PRNewswire-FirstCall/ -- Calpine Construction
Finance Company, L.P. ("CCFC") and CCFC Finance Corp. ("Finance Corp." and
together with CCFC, the "Company") announced today that, in connection with
their previously announced consent solicitation for waivers from holders under
the indenture (the "Indenture") governing their $415,000,000 principal amount
of Second Priority Senior Secured Floating Rate Notes due 2011 (the "Notes")
and CCFC's waiver request from the lenders under the credit and guarantee
agreement (the "Credit Agreement") governing its $385,000,000 First Priority
Senior Secured Institutional Term Loans due 2009 (the "Term Loans"), it has
amended the terms and conditions of the consent solicitation and the waiver
request to include a consent payment and requests for consents to amendments
to the Indenture and the Credit Agreement to include a new event of default
provision.
Details of the consent payments and the event of default can be found in
the Company's amended and restated Solicitation Letter, dated March 10, 2006
("Solicitation Letter") and the related Consent Form ("Consent Form") with
respect to the Indenture and CCFC's amended and restated waiver request from
the lenders under the Credit Agreement, also dated March 10, 2006 ("Waiver
Request Letter"). Consummation of the consent solicitation and the waiver
request are subject to the satisfaction or waiver of various conditions, as
described in the Solicitation Letter, the Consent Form and the Waiver Request
Letter. The Company and CCFC have reserved the right to amend, extend or
terminate the consent solicitation and the waiver request at any time.
The Company has retained Merrill Lynch & Co. to serve as Solicitation
Agent for the consent solicitation under the Indenture. Global Bondholder
Services Corporation will act as Information Agent in connection with the
consent solicitation. Questions concerning the terms of the consent
solicitation, and requests for copies of the Solicitation Letter, the Consent
Form or other related documents should be directed to the Information Agent by
calling 866-736-2200. Wilmington Trust Company will act as Tabulation Agent.
Requests for assistance in delivering consents should be directed to the
Tabulation Agent at 302-636-6181.
Goldman Sachs Credit Partners L.P. is the administrative agent under the
Credit Agreement. The administrative agent will be contacting lenders under
the Credit Agreement in connection with CCFC's request for the waiver.
This announcement is for informational purposes only. It does not
constitute an offer to purchase, a solicitation of an offer to purchase, or a
solicitation of consents.
About the Company
CCFC is an indirect subsidiary of Calpine Corporation. It was formed to
develop, own and operate power generating facilities and currently owns and
operates six core natural gas-fired combined-cycle facilities, which have a
combined estimated peak capacity of 3,667 megawatts and a combined estimated
nominal capacity of 3,347 megawatts. The facilities are (1) the 594-megawatt
Brazos Valley project in Thompsons, Texas; (2) the 642-megawatt Hermiston
project near Hermiston, Oregon; (3) the 751-megawatt Magic Valley project near
Edinburg, Texas; (4) the 609-megawatt Osprey project near Auburndale, Florida;
(5) the 543-megawatt Sutter project near Yuba City, California; and (6) the
528-megawatt Westbrook project near Westbrook, Maine. CCFC Finance Corp. is
an indirect subsidiary of Calpine Corporation that was formed solely to act as
co-issuer of the Notes. A major power company, Calpine Corporation supplies
customers and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants. Calpine Corporation owns, leases and
operates integrated systems of plants in 21 U.S. states and in three Canadian
provinces. Calpine Corporation was founded in 1984.
This news release discusses certain matters that may be considered
"forward-looking" statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, including statements regarding the intent, belief or
current expectations of Calpine Corporation and its subsidiaries ("Calpine")
and its management. Prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and
involve a number of risks and uncertainties that could materially affect
actual results such as, but not limited to: (i) Calpine's ability to continue
as a going concern; (ii) the ability of Calpine to operate pursuant to the
terms of the debtor-in-possession facility; (iii) Calpine's ability to obtain
court approval with respect to motions in the Chapter 11 proceeding prosecuted
by it from time to time; (iv) the ability of Calpine to develop, execute,
confirm and consummate one or more plans of reorganization with respect to the
Chapter 11 cases; (v) risks associated with third parties seeking and
obtaining court approval to terminate or shorten the exclusivity period for
Calpine to propose and confirm one or more plans of reorganization, for the
appointment of a Chapter 11 trustee or to convert the cases to Chapter 7
cases; (vi) the ability of Calpine to obtain and maintain normal terms with
vendors and service providers; (vii) Calpine's ability to maintain contracts
that are critical to its operations; (viii) the potential adverse impact of
the Chapter 11 cases on Calpine's liquidity or results of operations; (ix) the
ability of Calpine to fund and execute its business plan;(x) the ability of
Calpine to attract, motivate and/or retain key executives and associates; (xi)
the ability of Calpine to attract and retain customers and (xii) other risks
identified from time-to-time in Calpine's reports and registration statements
filed with the SEC, including the risk factors identified in its Annual Report
on Form 10-K for the year ended December 31, 2004, and its Quarterly Report
on Form 10-Q for the quarter ended September 30, 2005, which can also be found
on Calpine's website at www.calpine.com. All information set forth in this
news release is as of today's date, and Calpine undertakes no duty to update
this information.
SOURCE Calpine Corporation
-0- 03/10/2006
/CONTACT: media, Katherine Potter, +1-408-792-1168, or
kpotter@calpine.com, or investors, Karen Bunton, +1-408-792-1121, or
karenb@calpine.com, both of Calpine/
/Web site: http://www.calpine.com /
(CPNLQ)
CO: Calpine Corporation; Calpine Construction Finance Company, L.P.; CCFC
Finance Corp.
ST: California
IN: OIL UTI
SU: FNC
GM-JB
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1474 03/10/2006 08:00 EST http://www.prnewswire.com
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