24.05.05

24.5.2005: Meldung: Calpine Corp.: Offer to Purchase Notes for Up to $160 Million in Aggregate Consideration

Calpine Corporation

Calpine Announces Offer to Purchase Calpine Canada Energy Finance ULC and Calpine Canada Energy Finance II ULC Notes for Up to $160 Million in Aggregate Consideration
Tuesday May 24, 7:00 am ET

SAN JOSE, Calif., May 24 / Calpine Corporation (NYSE: CPN - News) announced today the commencement of a tender offer for aggregate cash consideration not to exceed $160,000,000 for all or such portion of:

-- The outstanding euro-denominated 8-3/8% Senior Notes Due 2008 (the
"Euro Notes") and British-pound denominated 8-7/8% Senior Notes Due
2011 (the "Pound Notes" and, together with the Euro Notes, the
"Finance II Notes") issued by Calpine"s indirect, wholly-owned
subsidiary Calpine Canada Energy Finance II ULC, a Nova Scotia
unlimited liability company ("Finance II"), and
-- The U.S. dollar-denominated 8-1/2% Senior Notes Due 2008 (the "Dollar
Notes" and, together with the Finance II Notes, the "Notes") issued by
Calpine"s indirect, wholly-owned subsidiary Calpine Canada Energy
Finance ULC, a Nova Scotia unlimited liability company.

The Finance II Notes will be accepted for purchase before any tendered Dollar Notes are accepted and each series of the Finance II Notes will be accepted for purchase pro rata in proportion to the aggregate principal amount of each such series validly tendered and not withdrawn. The aggregate amount of Notes repurchased in the tender offer shall be determined using the foreign exchange rate in effect on the business day prior to the date on which Calpine accepts the Notes for purchase.

Calpine is offering to purchase the Notes at a price of 52.5% (the "Total Consideration") of the face value of the Notes purchased, which includes an early tender premium of 2% of the face value of the Notes, payable only to holders who tender on or prior to the Early Tender Date as described below. The consideration for the Notes shall be paid in the currency in which the Notes are denominated. Accrued and unpaid interest on all tendered Notes accepted for payment will also be paid to, but not including, the settlement date for the tender offer, which will be promptly following the Expiration Date (as defined below).

The tender offer is scheduled to expire at 5:00 p.m., New York City time, on Wednesday, June 22, 2005, (the "Expiration Date") unless extended or earlier terminated. Holders who tender their Notes on or prior to 5:00 p.m., New York City time, on Wednesday, June 8, 2005, (the "Early Tender Date") will receive the Total Consideration. Holders who tender their Notes after the Early Tender Date and on or prior to the Expiration Date will receive the Total Consideration minus the early tender premium, for a total payment equal to 50.5% of the face value of the Notes.

Holders who validly tender Notes pursuant to the Offer on or prior to the Early Tender Date may withdraw such Notes at any time on or prior to the Early Tender Date. Notes validly tendered and not withdrawn on or prior to the Early Tender Date may not be withdrawn after the Early Tender Date, except as may be required by law.

Notwithstanding any other provision of the tender offer, Calpine"s obligation to accept for purchase, and to pay for, Notes validly tendered pursuant to the tender offer is conditioned upon satisfaction or waiver of certain conditions as set forth in the Offer to Purchase. Calpine, in its sole discretion, may waive any of the conditions of the tender offer in whole or in part, at any time or from time to time. Calpine reserves the right in its sole discretion to extend, amend or terminate the Offer.

This press release is not an offer to purchase or a solicitation of an offer to sell any securities, which is being made only pursuant to the Offer to Purchase, dated May 24, 2005. Calpine has retained Credit Suisse First Boston LLC to serve as Dealer Manager, The Bank of New York, London Branch, The Bank of New York, New York and The Bank of New York (Luxembourg) S.A. to serve as the Tender Agent and MacKenzie Partners, Inc. and MacKenzie Partners UK Limited as Information Agent for the Tender Offer. Requests for documents may be directed to MacKenzie Partners, Inc. at (800) 322-2885 or by calling (212) 929-5500 collect or in writing at 105 Madison Avenue, New York, New York 10016. Questions regarding the tender offer may be directed to Credit Suisse First Boston LLC, Attn: Liability Management Desk at (800) 820-1653 or by calling (212) 325-7596 collect.

None of Calpine, the Dealer Manager, the Tender Agent or the Information Agent makes any recommendation that the holders should tender or refrain from tendering all or any portion of the principal amount of any series of their Notes pursuant to the tender offer, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes. In any jurisdiction where the laws require the tender offer to be made by a licensed broker or dealer, the tender offer will be deemed made on behalf of Calpine by Credit Suisse First Boston LLC, or one or more registered brokers or dealers under the laws of such jurisdiction.

Calpine Corporation is a North American power company dedicated to providing electric power to customers from clean, efficient, natural gas-fired and geothermal power plants. Calpine generates power at plants it owns or leases in 21 states in the United States, three provinces in Canada and in the United Kingdom. Calpine is included in the S&P 500 Index, was founded in 1984 and is publicly traded on the New York Stock Exchange under the symbol CPN. For more information, visit www.calpine.com.


Source: Calpine Corporation
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