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4-Traders Homepage  >  Equities  >  Nyse  >  Calpine Corporation    CPN

Delayed Quote. Delayed  - 12/07 10:00:56 pm
11.06 USD   -0.36%
12/01 CALPINE : Closes on Acquisition of Noble Americas Energy Solutions
11/11 CALPINE : power plant sale finalized
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CALPINE CORP : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

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12/02/2016 | 12:04pm CET

ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On December 1, 2016, as further discussed under Item 2.03 below, Calpine Corporation ("Calpine" or the "Company") closed on a $550 million first lien senior secured term loan (the "Term Loan"), which is scheduled to mature on November 30, 2017. Calpine used the proceeds received from the Term Loan to partially fund the acquisition of Noble Americas Energy Solutions, LLC pursuant to a purchase agreement between Calpine Energy Services Holdco II, LLC and Calpine Energy Financial Holdings, LLC, each of which is an indirect, wholly-owned subsidiary of Calpine, and Noble Americas Gas & Power Corp. and Noble Group Limited. In addition, on December 1, 2016, the Company amended its revolving credit facility (the "Amendment"), to increase the aggregate revolving loan commitments available thereunder by approximately $112 million to $1,790 million for the full term through the maturity date of June 27, 2020 and to increase the aggregate letter of credit sublimit by $150 million to $1.15 billion. This description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 10.2. The information in Item 2.03 below is hereby incorporated by reference in this Item 1.01.



ITEM 2.03 - CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
As disclosed above, on December 1, 2016, Calpine entered into a $550 million
first lien senior secured term loan, which is scheduled to mature on November
30, 2017, with Morgan Stanley Senior Funding, Inc., as administrative agent (the
"Administrative Agent"), MUFG Union Bank, N.A., as collateral agent and the
lenders party thereto. This summary of the material terms of the Term Loan
credit agreement (the "Credit Agreement") does not purport to be complete and is
qualified in its entirety by reference to the Credit Agreement, a copy of which
is attached as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
The Term Loan provides for a senior secured term loan facility in an aggregate
principal amount of $550 million and bears interest, at Calpine's option, at
either (i) the Base Rate, equal to the highest of (a) the Federal Funds
Effective Rate plus 0.5% per annum, (b) the Prime Rate or (c) the Eurodollar
Rate for a one month interest period plus 1.0% (in each case, as such terms are
defined in the Credit Agreement), plus an applicable margin of 0.75% per annum,
or (ii) LIBOR plus an applicable margin of 1.75% per annum (with no LIBOR
floor). Calpine will pay an upfront fee in an amount equal to 1.0% of the
aggregate principal amount of the Term Loan, which may be structured as original
issue discount.
An aggregate amount equal to 0.25% of the aggregate principal amount of the Term
Loan will be payable on June 30, 2016, with the remaining balance payable on the
maturity date (November 30, 2017). Calpine may elect from time to time to
convert all or a portion of the Term Loan from initial LIBOR rate loans to Base
Rate loans or vice versa. In addition, Calpine may at any time, and from time to
time, prepay the Term Loan, in whole or in part, without premium or penalty,
upon irrevocable notice to the Administrative Agent. Partial prepayments shall
be in an aggregate principal amount of $1 million or a whole multiple of $1
million in excess thereof, provided that any prepayment shall be first applied
to any portion of the Term Loan that is designated as Base Rate loans and then
LIBOR loans.
Calpine may also reprice the Term Loan, subject to approval from the Lenders (as
defined in the Credit Agreement). If a Repricing Transaction (as defined in the
Credit Agreement) occurs prior to the six-month anniversary of the closing date,
Calpine will pay to the Administrative Agent for the account of the Lenders a
prepayment premium of 1% of the principal amount that is being refinanced.
Calpine may elect to extend the maturity of any term loans under the Term Loan,
in whole or in part subject to approval from those Lenders holding such term
loans.
Subject to certain qualifications and exceptions, the Credit Agreement will,
among other things, limit Calpine's ability and the ability of the guarantors
to:
• incur or guarantee additional first lien indebtedness;


•      enter into certain types of commodity hedge agreements that can be secured
       by first lien collateral;

• enter into sale and leaseback transactions;

• create liens; and


•      consolidate, merge or transfer all or substantially all of Calpine's
       assets and the assets of Calpine's restricted subsidiaries on a combined
       basis.

If a change of control triggering event occurs, Calpine shall notify the Administrative Agent in writing and shall make an offer to prepay the entire principal amount of the Term Loan outstanding within thirty (30) days after the date of such change of control triggering event.


                                       2

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In connection with the Term Loan, Calpine and its subsidiaries (subject to certain exceptions) have made certain representations and warranties and are required to comply with various affirmative and negative covenants. The Term Loan is subject to customary events of default included in financing transactions, including, among others, failure to make payments when due, certain defaults under other material indebtedness, breach of certain covenants, breach of certain representations and warranties, involuntary or voluntary bankruptcy and material judgments. If an event of default arises from certain events of bankruptcy or insolvency, all amounts outstanding under the Term Loan will become due and payable immediately without further action or notice. If other events of default arise (as defined in the Credit Agreement) and are continuing, the Lenders holding more than 50% of the outstanding Term Loan amounts may declare all the Term Loan amounts outstanding to be due and payable immediately.



                                       3

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ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits



Exhibit No.   Description

   10.1       Credit Agreement, dated December 1, 2016 among Calpine Corporation
              as borrower and the lenders party thereto, and Morgan Stanley Senior
              Funding, Inc., as administrative agent, MUFG Union Bank, N.A., as
              collateral agent.

   10.2       Amendment No. 4 to the Credit Agreement, dated as of December 1,
              2016, among Calpine Corporation, as borrower, the guarantors party
              thereto, Goldman Sachs Bank USA, as administrative agent, Goldman
              Sachs Credit Partners L.P., as collateral agent, The Bank of
              Tokyo-Mitsubishi UFJ Ltd, as successor administrative agent, MUFG
              Union Bank, N.A., as successor collateral agent, and the lenders
              party thereto.




                                       4

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© Edgar Online, source Glimpses

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Financials ($)
Sales 2016 5 683 M
EBIT 2016 794 M
Net income 2016 95,1 M
Debt 2016 11 650 M
Yield 2016 -
P/E ratio 2016 -
P/E ratio 2017 19,46
EV / Sales 2016 2,75x
EV / Sales 2017 2,68x
Capitalization 3 972 M
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Mean consensus OUTPERFORM
Number of Analysts 17
Average target price 16,0 $
Spread / Average Target 45%
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Managers
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John B. Hill President, Chief Executive Officer & Director
Frank Cassidy Chairman
Paul Sandor Bozoki Chief Financial Officer
David C. Merritt Independent Director
W. Benjamin Moreland Independent Director
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