Calpine Provides Update on Delaware Litigation
09 December 2005 - 8:23AM
PR Newswire (US)
SAN JOSE, Calif., Dec. 8 /PRNewswire-FirstCall/ -- Calpine
Corporation (OTC Pink Sheets: CPNL) provided the following update
in connection with Calpine's action in the Delaware Court of
Chancery against The Bank of New York, as collateral trustee for
Calpine's Senior Secured Note Holders, and Wilmington Trust
Company, as indenture trustee for Calpine's First Lien Note Holders
and Second Lien Note Holders. On December 5, 2005, Vice Chancellor
Leo E. Strine, Jr. entered a Final Order and Judgment in the
Chancery Court action affording Calpine until January 22, 2006 to
restore to the Bank of New York collateral account $311,782,955.55
plus interest from the date any portion of the funds was withdrawn
from the account to the date of redeposit, at the rate accruing in
the account during such period. On December 5 and 6, several
parties appealed the Final Order and Judgment as follows: Calpine
filed a notice of appeal of the Chancery Court's decision that
storage gas is not a Designated Asset under the Indentures, the
Second Lien Trustee filed a notice of appeal of the Chancery
Court's decision insofar as it granted Calpine until January 22,
2006 to restore monies to the Bank of New York collateral account,
and the First Lien Trustee filed a notice of appeal of the Chancery
Court's decision that it lacked standing to object to Calpine's
purchases of storage gas. The Supreme Court of the State of
Delaware has granted expedited review and has scheduled oral
arguments on the appeals for December 15, 2005. Also on December 5,
the Second Lien Trustee sent a letter to Calpine purporting to
constitute a notice of default based on Calpine's use of proceeds
from the sale of Designated Assets. The letter further
characterized counterclaims filed by the Second Lien Trustee in the
Delaware litigation on November 7, 2005 as an earlier notice of
default, notwithstanding the Second Lien Trustee's having implied
in a brief filed with the court in late November that it had not
previously declared a "default under the Indentures." The Second
Lien Trustee stated in the letter that if Calpine did not cure its
breach within 30 days after the purported earlier notice (namely,
by December 7, 2005) the Second Lien Trustee, or the holders of the
requisite percentage of any series of Second Lien Notes, could
respectively elect to declare all of the Second Lien Notes, or a
series of Notes, to be due and payable immediately. Calpine
believes that the Second Lien Trustee's December 5 letter does not
constitute a valid notice of default and is contrary to the terms
of the Chancery Court's Final Order and Judgment, as well as
statements made in the Second Lien Trustee's briefs. On December 6,
2005, Calpine filed a motion in the Chancery Court for a temporary
restraining order seeking to enjoin the Second Lien Trustee from
either accelerating the Second Lien Notes on or before January 22,
2006 or otherwise attempting to circumvent the Court's Final Order
and Judgment. Acceleration of the Second Lien Notes would
constitute a default under other debt obligations of Calpine, which
could allow such other debt obligations to also be accelerated. On
December 8, 2005, Calpine agreed to withdraw its motion for a
temporary restraining order under a stipulation reached with the
Second Lien Trustee and an Unofficial Steering Committee of Second
Lien Debtholders of Calpine. Calpine has been advised that the
Unofficial Steering Committee currently includes the holders of
over 50% of each of the Second Lien Notes due 2010, the Second Lien
Notes due 2011, and the Second Lien Notes due 2013, and the holders
of over 30% of the Second Lien Notes due 2007. Under the
stipulation, the Second Lien Trustee and the members of the
Unofficial Steering Committee have agreed that they will not
accelerate any of the Second Lien Notes on or before January 22,
2006 based upon the breach found by the Chancery Court. The members
of the Unofficial Steering Committee have further agreed that they
will not directly or indirectly encourage any other Second Lien
Noteholder to accelerate any of the Second Lien Notes on or before
January 22, 2006 based upon the breach found by the Chancery Court,
and, in the event of any such purported acceleration, will use
commercially reasonable efforts, consistent with the Second Lien
Indentures, to cause such purported acceleration to be rescinded.
The stipulation is subject to modification to conform to any
reversal or modification by the Delaware Supreme Court of the
Chancery Court's Final Order and Judgment. 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 and in three Canadian provinces and is
building a plant in Mexico. Calpine was founded in 1984. For more
information, visit http://www.calpine.com/. 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 ("the
Company") 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 including the risks
identified from time-to-time in the Company'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, 2004, and in its Quarterly Report on Form 10-Q
for the three months ended September 30, 2005, which can also be
found on the Company's website at http://www.calpine.com/.. All
information set forth in this news release is as of today's date,
and the Company undertakes no duty to update this information.
DATASOURCE: Calpine Corporation CONTACT: Katherine Potter,
+1-408-792-1168, or , or investors, Rick Barraza, +1-408-792-1125,
or , or Karen Bunton, +1-408-792-1121, or Web site:
http://www.calpine.com/
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