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23.8.2006: Meldung: Calpine Construction Finance Company to Request Consents to Amendments
alpine Construction Finance Company, L.P. ("CCFC") and CCFC Finance Corp. ("Finance Corp." and together with CCFC, the "Company") announced today that they have commenced a consent solicitation for holders of record as of August 17, 2006 (the "Holders") to seek consents to amendments to the indenture (the "Indenture") governing their $415,000,000 principal amount of Second Priority Senior Secured Floating Rate Notes due 2011 (the "Notes"). CCFC also is requesting consents to similar amendments from the lenders (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").
Pursuant to the proposed amendments, CCFC will cause the gas sale and power purchase agreement ("PPA") between CCFC and Calpine Energy Services, L.P. ("CES") to be assumed, no later than November 13, 2006, by CES in the Chapter 11 bankruptcy proceeding filed by Calpine Corporation (OTC Pink Sheets: CPNLQ), the Company"s ultimate parent, and certain of Calpine Corporation"s controlled subsidiaries, including CES. In consideration for the assumption of the PPA, under the proposed amendments, CCFC will agree to accept a general unsecured claim in the bankruptcy proceeding in satisfaction of certain amounts owed to CCFC by CES under the PPA. The amendments also will provide CCFC with limited relief from financial reporting and certain other obligations under the Indenture and Credit Agreement.
With respect to the Indenture, a supplemental indenture setting forth the amendments to the Indenture and certain agreements by CCFC will be executed following receipt by the Company of the consent of Holders of at least a majority in aggregate principal amount of outstanding Notes. With respect to the Credit Agreement, an amendment agreement setting forth the amendments to the Credit Agreement and agreements by CCFC will be executed following receipt by CCFC of the consent of Lenders holding more than 50% of the aggregate outstanding Term Loans.
The effectiveness of each of the supplemental indenture and amendment agreement is conditioned, among other things, upon the effectiveness of the other. The supplemental indenture and amendment agreement will be effective immediately upon satisfaction of the conditions precedent to their effectiveness, which may occur prior to the expiration of the consent solicitation under the Indenture and the request for amendments under the Credit Agreement. Consents given in the consent solicitation may be revoked at any time prior to the effectiveness of the amendment under the Indenture, but not thereafter.
Upon their effectiveness, the supplemental indenture and amendment agreement will implement the amendment for all Holders of the Notes and Lenders under the Term Loans respectively whether or not they provided their consent.
The consent solicitation under the Indenture and amendment request under the Credit Agreement will expire at 5:00 p.m., New York City time, on August 25, 2006, unless extended.
The consent solicitation may be amended, extended or terminated, at the option of the Company, as set forth in the solicitation letter and consent form from the Company. For a complete statement of the terms and conditions of the consent solicitation, Holders of the Notes should refer to the solicitation letter and consent form.
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.
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. The consent solicitation is made solely by means of the solicitation letter.
About the Company
CCFC is an indirect subsidiary of Calpine Corporation. It was formed to develop, own and operate power generating facilities. CCFC currently owns and operates six natural gas-fired combined-cycle facilities located in California, Texas, Oregon, Florida and Maine, which have a combined estimated peak capacity of nearly 3,700 megawatts. CCFC Finance Corp. is a direct subsidiary of CCFC that was formed solely to act as co-issuer of the Notes.
Founded in 1984, Calpine Corporation is a major North American power company, capable of delivering more than 26,500 megawatts of clean, reliable and fuel-efficient electricity to customers and communities in 21 U.S. states and three Canadian provinces. Calpine Corporation owns, leases and operates integrated systems of fuel-efficient natural gas-fired and renewable geothermal power plants.
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; (s) 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, 2005 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, which can be found on Calpine"s website at http://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.
Contact:
Katherine Potter 408-792-1168 [email protected]
Pursuant to the proposed amendments, CCFC will cause the gas sale and power purchase agreement ("PPA") between CCFC and Calpine Energy Services, L.P. ("CES") to be assumed, no later than November 13, 2006, by CES in the Chapter 11 bankruptcy proceeding filed by Calpine Corporation (OTC Pink Sheets: CPNLQ), the Company"s ultimate parent, and certain of Calpine Corporation"s controlled subsidiaries, including CES. In consideration for the assumption of the PPA, under the proposed amendments, CCFC will agree to accept a general unsecured claim in the bankruptcy proceeding in satisfaction of certain amounts owed to CCFC by CES under the PPA. The amendments also will provide CCFC with limited relief from financial reporting and certain other obligations under the Indenture and Credit Agreement.
With respect to the Indenture, a supplemental indenture setting forth the amendments to the Indenture and certain agreements by CCFC will be executed following receipt by the Company of the consent of Holders of at least a majority in aggregate principal amount of outstanding Notes. With respect to the Credit Agreement, an amendment agreement setting forth the amendments to the Credit Agreement and agreements by CCFC will be executed following receipt by CCFC of the consent of Lenders holding more than 50% of the aggregate outstanding Term Loans.
The effectiveness of each of the supplemental indenture and amendment agreement is conditioned, among other things, upon the effectiveness of the other. The supplemental indenture and amendment agreement will be effective immediately upon satisfaction of the conditions precedent to their effectiveness, which may occur prior to the expiration of the consent solicitation under the Indenture and the request for amendments under the Credit Agreement. Consents given in the consent solicitation may be revoked at any time prior to the effectiveness of the amendment under the Indenture, but not thereafter.
Upon their effectiveness, the supplemental indenture and amendment agreement will implement the amendment for all Holders of the Notes and Lenders under the Term Loans respectively whether or not they provided their consent.
The consent solicitation under the Indenture and amendment request under the Credit Agreement will expire at 5:00 p.m., New York City time, on August 25, 2006, unless extended.
The consent solicitation may be amended, extended or terminated, at the option of the Company, as set forth in the solicitation letter and consent form from the Company. For a complete statement of the terms and conditions of the consent solicitation, Holders of the Notes should refer to the solicitation letter and consent form.
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.
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. The consent solicitation is made solely by means of the solicitation letter.
About the Company
CCFC is an indirect subsidiary of Calpine Corporation. It was formed to develop, own and operate power generating facilities. CCFC currently owns and operates six natural gas-fired combined-cycle facilities located in California, Texas, Oregon, Florida and Maine, which have a combined estimated peak capacity of nearly 3,700 megawatts. CCFC Finance Corp. is a direct subsidiary of CCFC that was formed solely to act as co-issuer of the Notes.
Founded in 1984, Calpine Corporation is a major North American power company, capable of delivering more than 26,500 megawatts of clean, reliable and fuel-efficient electricity to customers and communities in 21 U.S. states and three Canadian provinces. Calpine Corporation owns, leases and operates integrated systems of fuel-efficient natural gas-fired and renewable geothermal power plants.
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; (s) 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, 2005 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, which can be found on Calpine"s website at http://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.
Contact:
Katherine Potter 408-792-1168 [email protected]