Calpine Corporation (NYSE: CPN), America’s largest generator of
electricity from natural gas and geothermal resources, today announced
the expiration of the 45-day “go-shop” period pursuant to the terms of
the previously announced definitive agreement under which Energy Capital
Partners (ECP) along with a consortium of investors led by Access
Industries and Canada Pension Plan Investment Board will acquire
Calpine. Calpine, with the assistance of Lazard, solicited alternative
transaction proposals during the “go-shop” period from 65 potential
acquirers, comprised of 25 strategic parties, six pension funds and
sovereign wealth funds, 30 infrastructure firms and financial sponsors
and four family offices and insurance companies, which resulted in one
potential financial sponsor negotiating and entering into a
confidentiality agreement with Calpine. None of the parties contacted
during the “go-shop” period, including such financial sponsor, or any
other party, proposed an alternative transaction to Calpine during the
45-day “go-shop” period.
The acquisition is expected to be completed during the first quarter of
calendar year 2018, subject to satisfaction of customary closing
conditions, including approval by stockholders representing a majority
of outstanding shares of common stock of Calpine.
About Calpine
Calpine Corporation is America’s largest generator of electricity from
natural gas and geothermal resources with operations in competitive
power markets. Our fleet of 80 power plants in operation or under
construction represents approximately 26,000 megawatts of generation
capacity. Through wholesale power operations and our retail businesses Calpine
Energy Solutions and Champion Energy, we serve customers in 25
states, Canada and Mexico. Our clean, efficient, modern and flexible
fleet uses advanced technologies to generate power in a low-carbon and
environmentally responsible manner. We are uniquely positioned to
benefit from the secular trends affecting our industry, including the
abundant and affordable supply of clean natural gas, environmental
regulation, aging power generation infrastructure and the increasing
need for dispatchable power plants to successfully integrate
intermittent renewables into the grid. Please visit www.calpine.com
to learn more about how Calpine is creating power for a sustainable
future.
Calpine’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2017, has been filed with the Securities and Exchange Commission (SEC)
and is available on the SEC’s website at www.sec.gov.
Forward Looking Statements
This communication contains certain information, including financial
estimates and statements as to the expected timing, completion and
effects of the proposed merger involving Calpine and ECP, which may
constitute forward-looking statements within the meaning of the safe
harbor provisions of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements are subject to risks and
uncertainties, and actual results may differ materially. Such
forward-looking statements include, among others, statements about the
benefits of the proposed transaction, including future financial and
operating results, plans, objectives, expectations for Calpine and other
statements that are not historical facts. Such statements are based on
the current beliefs and expectations of the management of Calpine and
are subject to significant risks and uncertainties outside of Calpine’s
control. These risks and uncertainties include the possibility that the
anticipated benefits from the proposed transaction with ECP will not be
realized, or will not be realized within the expected time periods; the
occurrence of any event, change or other circumstances that could give
rise to termination of the proposed transaction agreement; the failure
of Calpine’s stockholders to adopt the merger agreement; operating
costs, customer loss and business disruption (including, without
limitation, difficulties in maintaining relationships with employees,
customers, clients or suppliers) may be greater than expected following
the announcement of the proposed transaction; risks associated with the
disruption of management’s attention from ongoing business operations
due to the proposed transaction; the inability to obtain necessary
regulatory approvals of the proposed transaction or the receipt of such
approvals subject to conditions that are not anticipated; the risk that
a condition to closing the transaction may not be satisfied on a timely
basis or at all; the risk that the proposed transaction fails to close
for any other reason; the outcome of any legal proceedings related to
the proposed transaction; the parties’ ability to meet expectations
regarding the timing and completion of the proposed transaction; the
impact of the proposed transaction on Calpine’s credit ratings; and
other risks described in Calpine’s Form 10-K, Form 10-Q and Form 8-K
reports filed with the SEC. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the
date hereof. Except as otherwise required by law, Calpine does not
undertake any obligation, and expressly disclaims any obligation, to
update, alter or otherwise revise any forward-looking statements,
whether written or oral, that may be made from time to time, whether as
a result of new information, future events or otherwise.
Additional Information and Where to Find It
This communication may be deemed solicitation material in respect of the
proposed acquisition of Calpine by ECP. This communication does not
constitute a solicitation of any vote or approval. In connection with
the proposed transaction, Calpine plans to file with the SEC preliminary
and definitive proxy statements and other relevant documents. The
definitive proxy statement (when available) will be mailed to Calpine’s
stockholders. INVESTORS AND SECURITYHOLDERS ARE ADVISED TO READ THE
PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE
FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED
TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors
and security holders may obtain a free copy of the proxy statement (when
available) and other documents filed by Calpine with the SEC from the
SEC’s website at www.sec.gov.
In addition, investors and security holders may obtain free copies of
the documents filed with the SEC at Calpine’s website at www.calpine.com/investor-relations.
Participants in the Solicitation
Calpine and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Calpine’s stockholders
in connection with the proposed transaction. Investors and security
holders may obtain more detailed information regarding the names,
affiliations and interests of Calpine’s directors and executive officers
by reading Calpine’s Annual Report on Form 10-K, which was filed with
the SEC on February 10, 2017, and proxy statement for its 2017 annual
meeting of stockholders, which was filed with the SEC on March 29, 2017.
Additional information regarding potential participants in such proxy
solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will be included in the proxy
statement and other relevant documents filed by Calpine with the SEC in
connection with the proposed transaction when they become available.
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