08.07.05

8.7.2005: Meldung: Calpine Corp.: Sale of Oil and Gas Properties Completed - Long-Term Service Agreements With GE - CCFC Announces Offer to Purchase a Portion of Its Outstanding Floating Rate Notes

Calpine Completes Sale of Its Oil and Gas Properties for $1.05 Billion
Thursday July 7, 5:52 pm ET

SAN JOSE, Calif., July 7 / Calpine Corporation (NYSE: CPN - News) announced today that it has completed the sale of all of its domestic oil and gas exploration and production assets for $1.05 billion, less approximately $60 million of estimated transaction fees and expenses. With the completion of this transaction, Calpine expects to record, subsequent to June 30, 2005, a gain on the sale of assets of approximately $350 million.

The domestic oil and gas properties were sold to Rosetta Resources Inc. (Rosetta), formerly an indirect, wholly owned subsidiary of Calpine. Rosetta recently raised $725 million through the issuance of 45,312,500 of its common shares. Rosetta used the net proceeds from that transaction, together with $325 million of proceeds from a new credit facility, to purchase all of Calpine"s domestic oil and gas exploration and production assets. The purchase price contemplates payment in full subject to the completion of certain post closing requirements. With the completion of this transaction, Calpine no longer owns any interest in Rosetta.

The Rosetta common shares were offered in a private placement under Rule 144A, have not been registered under the Securities Act of 1933, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This news release is issued pursuant to Rule 135c under the Securities Act and shall not constitute an offer to sell or the solicitation of an offer to buy. Securities laws applicable to private placements under Rule 144A limit the extent of information that can be provided at this time.

A major power company, Calpine Corporation supplies customers and communities with electricity from clean, efficient, natural gas-fired and geothermal power plants. Calpine owns, leases and operates integrated systems of plants in 21 U.S. states, three Canadian provinces and the United Kingdom. Calpine was founded in 1984. It is included in the S&P 500 Index and is publicly traded on the New York Stock Exchange under the symbol CPN. For more information, visit www.calpine.com.


Source: Calpine Corporation




Calpine Restructures Long-Term Service Agreements With GE to Meet the New Demands of Evolving Power Industry
Thursday July 7, 8:30 am ET
Company Advances Strategic Program to Optimize Power Plant Portfolio

SAN JOSE, Calif., July 7 / As part of its new strategic program to optimize the value of its North American power portfolio, Calpine Corporation (NYSE: CPN - News) has signed a 15-year Master Products and Services Agreement with General Electric International, Inc. (GE). The agreement replaces the nine remaining long-term service agreements related to Calpine"s GE 7FA turbine fleet.

The new agreement realigns Calpine"s and GE"s interests to better serve the changing generation needs in North America. Calpine benefits from improved power plant performance and valuable operations and maintenance flexibility to service its plants to further lower costs. For GE, it extends the company"s scope of supply beyond the traditional gas turbine power island, including the ability to offer Calpine more diversified lines of power products and services.

Historically, GE provided full-service turbine maintenance for a select number of Calpine power plants. Under the new agreement, Calpine will supplement its operations with a variety of GE services. Today, Calpine operates 44 power plants that are powered by GE gas turbines, representing approximately 10,000 megawatts of capacity.

"This new agreement, combined with our long-standing relationship with GE, gives Calpine the best of two worlds," said Calpine Vice President of Fleet Maintenance Doug Williamson. "Calpine continues to benefit from GE"s global expertise and strong support, while expanding and strengthening our program to enhance plant performance. We are excited about working with GE to further lower our operating costs to better compete in today"s dynamic power market."

A major power company, Calpine Corporation supplies customers and communities with electricity from clean, efficient, natural gas-fired and geothermal power plants. Calpine owns, leases and operates integrated systems of plants in 21 U.S. states, three Canadian provinces and in the United Kingdom. Its customized products and services include wholesale and retail electricity, natural gas, gas turbine components and services, energy management, and a wide range of power plant engineering, construction, operations and maintenance services. Calpine was founded in 1984. It is included in the S&P 500 Index and is publicly traded on the New York Stock Exchange under the symbol CPN.

For more information, visit http://www.calpine.com


Source: Calpine Corporation



CCFC Announces Offer to Purchase for Cash a Portion of Its Outstanding 9 3/4% Second Priority Senior Secured Floating Rate Notes due 2011
Thursday July 7, 8:30 am ET

SAN JOSE, Calif., July 7 -- Calpine Corporation (NYSE: CPN - News) today announced that its wholly owned subsidiary, Calpine Construction Finance Company, L.P. ("CCFC"), commenced a tender offer (the "Offer") on July 6, 2005 for a portion of its outstanding 9 3/4% Second Priority Senior Secured Floating Rate Notes due 2011 (the "Notes"). The Offer is to purchase the Notes at par plus accrued interest to and including the Purchase Date. The "Purchase Date" is the date, not later than the third business day following the Expiration Date, on which CCFC accepts for purchase, pursuant to the terms and conditions of the Offer, Notes validly tendered (and not validly withdrawn) in the Offer. Notes accepted for purchase, if any, pursuant to the Offer will be paid for using the net proceeds from CCFC"s previously announced potential sale of the Ontelaunee Energy Center. These net proceeds are currently anticipated to be approximately $225 million.

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Pursuant to the terms of the Indenture governing the Notes, CCFC is required to offer to purchase Notes with net proceeds of any asset sale after first offering to repay indebtedness outstanding under its Credit and Guarantee Agreement (the "Term Loans"). Currently, Term Loans in an aggregate principal amount of approximately $379.2 million are outstanding. Therefore, the amount of Notes that CCFC is offering to purchase under the Offer is the amount, if any, of net proceeds remaining after satisfaction of its obligation to offer to repay the Term Loans with the proceeds of the Ontelaunee divestiture. If holders of Term Loans in an aggregate principal amount that equals or exceeds the net proceeds from the Ontelaunee divestiture accept CCFC"s offer to repay those loans, no Notes will be purchased under the Offer.

The Offer is scheduled to expire at 12:00 midnight, New York City time, on August 3, 2005, unless extended or earlier terminated (the "Expiration Date"). Tendered Notes may be withdrawn at any time prior to 12:00 midnight, New York City Time, on the Expiration Date.

The Offer is subject to customary conditions, including the consummation of the Ontelaunee divestiture and the availability of net proceeds from that divestiture to repurchase Notes pursuant to the Offer after repayment of Term Loans.

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 July 6, 2005. CCFC has retained Wilmington Trust Company as Depositary for the Tender Offer. The means to tender Notes may be obtained by requesting the Offer to Purchase, the Letter of Transmittal and other documents from Wilmington Trust at 302-636-6470 or in writing at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001. CCFC does not make any recommendation as to whether or not holders of Notes should tender their Notes pursuant to the Offer. Holders must make their own decision as to whether to tender their Notes, and if tendering, the principal amount of Notes to tender.

Calpine Construction Finance Company, L.P. is an indirect wholly owned subsidiary of Calpine Corporation. CCFC currently owns and operates seven natural gas-fired combined cycle power plants located in six states with a total peak generating capacity of over 4,200 megawatts.

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 CCFC 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 risks include, but are not limited to, those risks identified from time-to-time in CCFC"s reports provided to holders of its Notes, including the risk factors identified therein. All information set forth in this news release is as of today"s date, and CCFC undertakes no duty to update this information.


Source: Calpine Corporation









Press Release Source: Calpine Corporation

Calpine"s Tiverton and Ontelaunee Power Plants Awarded Highest OSHA Safety Recognition
Thursday July 7, 12:30 pm ET

SAN JOSE, Calif., July 7 /PRNewswire-FirstCall/ -- Two of Calpine Corporation"s (NYSE: CPN - News) power plants have been designated as Star Worksites under the Voluntary Protection Program (VPP) administered by the U.S. Department of Labor"s Occupational Safety and Health Administration (OSHA). The Calpine-operated plants include the 267-megawatt Tiverton Power Plant in Tiverton, R.I. and the 584-megawatt Ontelaunee Energy Center located in Ontelaunee Township, Pa. Star certification under the VPP program is OSHA"s highest level of recognition of outstanding efforts by an employer and its employees to achieve exemplary occupational safety and health at their worksites.

"These are the first two plants in Calpine"s fleet to achieve OSHA Star status. This recognition sends a clear message about Calpine"s core commitment to health and safety in the workplace," said Calpine Tiverton Plant Manager Robert O"Brien. "Safety continues to be at the top of the list of what is important at all of our worksites, and we are honored to have OSHA recognize the outstanding safety assurance systems implemented by our employees at Tiverton and Ontelaunee." Tiverton, in fact, is the first facility of any kind in Rhode Island to achieve Star status under the OSHA VPP program.

Each OSHA VPP program is designed to promote effective worksite-based safety and health. Under the VPP, management, labor and OSHA establish cooperative relationships at workplaces that have implemented a comprehensive safety and health management system. OSHA"s verification includes an application review and a rigorous onsite evaluation by a team of OSHA safety and health experts.

According to Kyle Dotson, Calpine vice president and corporate safety officer, "Calpine operates one of the largest fleets of power plants in the United States, and we are committed to attaining the highest possible standards in all aspects of plant operations, including health and safety, environmental compliance, reliability and profitability. This recognition by OSHA demonstrates that we are succeeding in our efforts to design, build and operate healthy and safe power plants to meet America"s energy needs, and we applaud our employees for their commitment to operational excellence."

About Calpine

A major power company, Calpine Corporation supplies customers and communities with electricity from clean, efficient, natural gas-fired and geothermal power plants. Calpine owns, leases and operates integrated systems of plants in 21 U.S. states, three Canadian provinces and in the United Kingdom. Its customized products and services include wholesale and retail electricity, natural gas, gas turbine components and services, energy management, and a wide range of power plant engineering, construction and operations services. Calpine was founded in 1984. It is included in the S&P 500 Index and is publicly traded on the New York Stock Exchange under the symbol CPN. For more information, visit http://www.calpine.com .


Source: Calpine Corporation
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