Obligation Calpine Energy 5.75% ( US131347CF14 ) en USD

Calpine Energy

100 % ▼

Etas-Unis

US131347CF14 ( en USD )

5.75% par an ( paiement semestriel )

14/01/2025 - Obligation échue

Prospectus brochure de l'obligation Calpine Corp US131347CF14 en USD 5.75%, échue

2 000 USD

1 550 000 000 USD

131347CF1

N/A

Calpine Corporation est un producteur indépendant d'électricité aux États-Unis, générant de l'énergie principalement à partir de sources naturelles de gaz et de vapeur.

L'Obligation émise par Calpine Energy ( Etas-Unis ) , en USD, avec le code ISIN US131347CF14, paye un coupon de 5.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2025

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424B2 1 d753363d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-197288
CALCULATION OF REGISTRATION FEE

Maximum
Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price
Registration Fee(1)
5.375% Notes due 2023

$1,250,000,000
$161,000
5.750% Notes due 2025

$1,550,000,000
$199,640

(1)
Calculated in accordance with Rule 457(r) in accordance with the Securities Act of 1933, as amended. The total amount of registration fees
due for this offering is $366,640.
Table of Contents
Prospectus Supplement
(To Prospectus Dated July 8, 2014)
$2,800,000,000

Calpine Corporation
$1,250,000,000 5.375% Notes due 2023
$1,550,000,000 5.750% Notes due 2025

This is an offering of $1,250,000,000 aggregate principal amount of our 5.375% Notes due 2023 (the "2023 Notes") and $1,550,000,000 aggregate
principal amount of our 5.750% Notes due 2025 (the "2025 Notes" and, together with the 2023 Notes, the "notes"). The 2023 Notes will mature on
January 15, 2023. The 2025 Notes will mature on January 15, 2025. We will pay interest on the 2023 Notes semi-annually in arrears on each April 15
and October 15, commencing on April 15, 2015. We will pay interest on the 2025 Notes semi-annually in arrears on each April 15 and October 15,
commencing on April 15, 2015.
We may redeem some or all of the notes at any time and from time to time at the prices described under the heading "Description of Notes--Optional
Redemption." Upon the occurrence of a Change of Control Triggering Event (as defined herein), we will be required to offer to repurchase the notes from
holders as described under the heading "Description of Notes--Offer to Repurchase Upon Change of Control Triggering Event."
The notes will be our unsecured senior obligations and will rank equally in right of payment with our other existing and future senior indebtedness.
This prospectus supplement and the accompanying prospectus include additional information about the terms of the notes.
Investing in the notes involves risks. See the "Risk Factors " section beginning on page S-11 of this prospectus supplement
and page 1 of the accompanying prospectus.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or
determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal
offense.

Per 2023
Per 2025
Total for
Total for
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Note

2023 Notes

Note

2025 Notes

Public offering price(1)

100.00%
$ 1,250,000,000
100.00%
$ 1,550,000,000
Underwriting discounts

1.25%
$
15,625,000

1.25%
$
19,375,000
Proceeds, before expenses, to Calpine

98.75%
$ 1,234,375,000
98.75%
$ 1,530,625,000

(1) Plus accrued interest, if any, from July 22, 2014, if settlement occurs after that date.
We expect that the notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company and its direct and indirect
participants, including Euroclear Bank S.A./N.V. and Clearstream Banking S.A., on or about July 22, 2014.

Joint Book-Running Managers

MORGAN STANLEY

BofA MERRILL LYNCH

CITIGROUP

CREDIT SUISSE

DEUTSCHE BANK SECURITIES

GOLDMAN, SACHS & CO.

MUFG

Co-Managers

BARCLAYS

CREDIT AGRICOLE CIB

RBC CAPITAL MARKETS

RBS

UBS INVESTMENT BANK
The date of this prospectus supplement is July 8, 2014.
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Prospectus

Page

Page
About This Prospectus Supplement
S-i
About This Prospectus

1
Special Note on Forward-Looking Statements
S-ii
Risk Factors

1
Non-GAAP Financial Measures
S-iii
Special Note on Forward-Looking Statements

1
Industry and Market Data
S-iv
Where You Can Find More Information

3
Where You Can Find More Information
S-v
Incorporation of Certain Information by Reference

3
Incorporation of Certain Information by Reference
S-vi
Calpine Corporation

4
Summary
S-1
Use of Proceeds

5
Risk Factors
S-11
Ratio of Earnings to Fixed Charges

6
Use of Proceeds
S-14
Description of Debt Securities

7
Capitalization
S-15
Plan of Distribution
10
Description of Notes
S-16
Legal Matters
11
Certain United States Federal Income Tax Considerations
S-35
Experts
11
Underwriting (Conflicts of Interest)
S-40
Legal Matters
S-45
Experts
S-45

Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
You should carefully read this prospectus supplement, the accompanying prospectus, and any related pricing supplement or free writing
prospectus, together with the additional information incorporated by reference into this prospectus as described below under the heading
"Incorporation of Certain Information by Reference," before making an investment in the notes. In particular, you should review the information
under the heading "Risk Factors" beginning on page S-11 of this prospectus supplement and page 1 of the accompanying prospectus. We take no
responsibility for, and can provide no assurance as to the reliability of any information not contained in or incorporated by reference into this
prospectus supplement, the accompanying prospectus and any related pricing supplement or free writing prospectus required to be filed with the
SEC. We have not, and the underwriters have not, authorized any person to provide you with different or additional information. You should not
assume that the information contained in this prospectus supplement, the accompanying prospectus, and any related pricing supplement or free
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writing prospectus is accurate on any date subsequent to the date set forth on the front of such document or that any information we have
incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus
supplement, the accompanying prospectus, and any related pricing supplement or free writing prospectus is delivered or debt securities are sold on
a later date.
Neither we nor the underwriters are making an offer to sell or the solicitation of an offer to buy the notes in any jurisdiction to any person to
whom it is unlawful to make such offer or solicitation in such jurisdiction.
When used in this prospectus supplement, the terms "Calpine," "we," "our" and "us" mean, unless the context otherwise indicates, Calpine
Corporation and its consolidated subsidiaries.

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SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
In addition to historical information, this prospectus contains, and any prospectus supplement or free writing prospectus and documents
incorporated by reference herein and therein may contain, "forward-looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. We use words such as "believe," "intend," "expect,"
"anticipate," "plan," "may," "will," "should," "estimate," "potential," "project" and similar expressions to identify forward-looking statements.
Such statements include, among others, those concerning our expected financial performance and strategic and operational plans, as well as all
assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are
not guarantees of future performance and that a number of risks and uncertainties could cause actual results to differ materially from those
anticipated in the forward-looking statements. Such risks and uncertainties include, but are not limited to:

·
financial results that may be volatile and may not reflect historical trends due to, among other things, seasonality of demand,

fluctuations in prices for commodities such as natural gas and power, changes in U.S. macroeconomic conditions, fluctuations in
liquidity and volatility in the energy commodities markets and our ability to hedge risks;

·
laws, regulation and market rules in the markets in which we participate and our ability to effectively respond to changes in laws,

regulations or market rules or the interpretation thereof including those related to the environment, derivative transactions and market
design in the regions in which we operate;

·
our ability to manage our liquidity needs and to comply with covenants under our and our subsidiaries' financing obligations;

·
risks associated with the operation, construction and development of power plants including unscheduled outages or delays and plant

efficiencies;

·
risks related to our geothermal resources, including the adequacy of our steam reserves, unusual or unexpected steam field well and

pipeline maintenance requirements, variables associated with the injection of water to the steam reservoir and potential regulations or
other requirements related to seismicity concerns that may delay or increase the cost of developing or operating geothermal resources;

·
the unknown future impact on our business from the Dodd-Frank Act and the rules to be promulgated thereunder;

·
competition, including risks associated with marketing and selling power in the evolving energy markets;

·
structural changes in the supply and demand of power, resulting from the development of new fuels or technologies and demand-side

management tools;

·
the expiration or early termination of our Power Purchase Agreements and the related results on revenues;

·
future capacity revenues may not occur at expected levels;

·
natural disasters, such as hurricanes, earthquakes and floods, acts of terrorism or cyber attacks that may impact our power plants or the

markets our power plants serve and our corporate headquarters;

·
disruptions in or limitations on the transportation of natural gas, fuel oil and transmission of power;

·
our ability to manage our customer and counterparty exposure and credit risk, including our commodity positions;

·
our ability to attract, motivate and retain key employees;
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Table of Contents

·
present and possible future claims, litigation and enforcement actions; and

·
other risks identified in this prospectus, any prospectus supplement or free writing prospectus and documents incorporated by reference

herein and therein.
This discussion of uncertainties is by no means exhaustive but is designed to highlight important factors that may impact our outlook. We
disclaim any obligation or intent to update forward-looking statements made by us in order to reflect new information, events or circumstances
after the date they are made.

NON-GAAP FINANCIAL MEASURES
We have included certain non-GAAP financial measures in this prospectus supplement, including (1) EBITDA, which we define as net
income (loss) attributable to Calpine (the most directly comparable GAAP financial measure) before net (income) loss attributable to the
noncontrolling interest, interest, taxes, depreciation and amortization (excluding deferred financing costs) and (2) Adjusted EBITDA, which we
define as EBITDA, as adjusted for the effects of (a) impairment charges, (b) major maintenance expense, (c) operating lease expense,
(d) unrealized gains or losses on commodity derivative mark-to-market activity, (e) adjustments to reflect only the Adjusted EBITDA from our
unconsolidated investments, (f) adjustments to exclude the Adjusted EBITDA related to the noncontrolling interest (g) stock-based compensation
expense, (h) gains or losses on sales, dispositions or retirements of assets, (i) non-cash gains and losses from foreign currency translations,
(j) gains or losses on the repurchase or extinguishment of debt, (k) non-cash GAAP-related adjustments to levelize revenues from tolling contracts
and (l) other extraordinary, unusual or non-recurring items.
We believe that investors commonly adjust EBITDA information to eliminate certain items and other expenses, which vary widely from
company to company and impair comparability. As we define it, Adjusted EBITDA excludes the impact of the items as detailed in the
reconciliation under the heading "Summary--Summary Historical Financial and Operating Information." We exclude these items from Adjusted
EBITDA as our management believes that these items would distort their ability to efficiently view and assess our core operating trends.
Our management believes EBITDA and Adjusted EBITDA are useful in evaluating our operating performance because these measures:

·
are used widely by investors to measure a company's operating performance without regard to items excluded from the calculation of

such terms, which can vary substantially from company to company depending upon accounting methods and book value of assets,
capital structure and the method by which assets were acquired, among other factors;

·
provide investors with an additional tool to compare our business performance from period to period; and

·
are used by our management for various purposes, including as measures of operating performance, to view operating trends, in

communications with our board of directors, shareholders, creditors, analysts and investors concerning our financial performance, and as
a basis for strategic planning and forecasting.

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EBITDA and Adjusted EBITDA are not measures calculated in accordance with generally accepted accounting principles in the United
States, or GAAP. The items excluded from EBITDA and Adjusted EBITDA are significant in assessing our operating results. EBITDA and
Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation from, or as a substitute for, analysis of our results
as reported under GAAP. For example, EBITDA and Adjusted EBITDA:

·
are not intended to represent cash flow from operations or net income (loss) as defined by GAAP as an indicator of operating

performance;

·
do not reflect our cash expenditures, or future requirements for capital and major maintenance expenditures or contractual

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commitments;

·
do not reflect income tax expenses or the cash requirements necessary to pay income taxes;

·
do not reflect changes in, or cash requirements for, our working capital needs; and

·
do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts.
In addition, although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be
replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements. Other companies in our
industry and in other industries may calculate EBITDA and Adjusted EBITDA differently from the way that we do, limiting their usefulness as
comparative measures. Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash
available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using
EBITDA and Adjusted EBITDA only supplementally.
Furthermore, certain of the documents incorporated by reference herein contain information regarding "Commodity Margin," a non-GAAP
financial measure we use to assess our performance by our reportable segments. Commodity Margin includes power and steam revenues, sales of
purchased power and physical natural gas, capacity revenue, renewable energy credit revenue, sales of surplus emission allowances, transmission
revenue and expenses, fuel and purchased energy expense, fuel transportation expense, environmental compliance expense, and realized
settlements from our marketing, hedging and optimization activities including natural gas transactions hedging future power sales, but excludes the
unrealized portion of our mark-to-market activity and other revenues. We believe that Commodity Margin is a useful tool for assessing the
performance of our core operations and is a key operational measure reviewed by our chief operating decision maker. Commodity Margin is not a
measure calculated in accordance with GAAP and should be viewed as a supplement to and not a substitute for our results of operations presented
in accordance with GAAP. Commodity Margin does not intend to represent income from operations, the most comparable GAAP measure, as an
indicator of operating performance and is not necessarily comparable to similarly titled measures reported by other companies.
For more information, see "Summary--Summary Historical Financial and Operating Information" and the financial statements and related
notes thereto incorporated by reference in this prospectus supplement. See "Incorporation of Certain Information by Reference."

INDUSTRY AND MARKET DATA
We have obtained some industry and market share data from third-party sources that we believe are reliable. In many cases, however, we
have made statements in this prospectus supplement and in the documents incorporated by reference into this prospectus supplement regarding our
industry and our position in the industry based on estimates made from our experience in the industry and our own investigation of market
conditions. We

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believe these estimates to be accurate as of the date of this prospectus supplement or the date of the document incorporated by reference, as
applicable. However, this information may prove to be inaccurate because of the method by which we obtained some of the data for our estimates
or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the
voluntary nature of the data gathering process and other limitations and uncertainties. As a result, you should be aware that the industry and market
data included in this prospectus supplement and in the documents incorporated by reference into this prospectus supplement, and estimates and
beliefs based on that data, may not be reliable. We cannot, and the underwriters cannot, guarantee the accuracy or completeness of any such
information.

WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You can inspect and copy these reports,
proxy statements and other information at the SEC's Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549, at prescribed
rates. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Our SEC filings will also be
available to you on the SEC's website at http://www.sec.gov.
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You may also obtain any of the documents incorporated by reference into this prospectus supplement from us without charge, excluding any
exhibits to these documents unless the exhibit is specifically incorporated by reference in such document, by requesting them from us in writing or
by telephone at the following address:
Calpine Corporation
717 Texas Avenue, Suite 1000
Houston, Texas 77002
Attention: Corporate Secretary
(713) 830-2000

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference information into this prospectus supplement. This means that we can disclose important
information to you by referring you to another document. Any information referred to in this way is considered part of this prospectus supplement
from the date we file that document with the SEC.
We incorporate by reference in this prospectus supplement the documents set forth below that have been previously filed with the SEC:

·
our Annual Report on Form 10-K for the year ended December 31, 2013;

·
our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014;

·
the information responsive to Part III of Form 10-K for the year ended December 31, 2013 provided in our Definitive Proxy Statement

on Schedule 14A filed on April 1, 2014;

·
our Current Reports on Form 8-K filed on April 22, 2014, May 15, 2014 and July 8, 2014; and

·
any filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus

supplement and before we sell all of the debt securities that may be offered by this prospectus supplement.
Any reports filed by us with the SEC on or after the date of this prospectus supplement and before the date that the sale of all of the notes is
terminated will automatically update and, where applicable, supersede any information contained or incorporated by reference in this prospectus
supplement. Notwithstanding the above, we are not incorporating any documents or information deemed to have been furnished rather than filed in
accordance with SEC rules. To obtain copies of these filings, see "Where You Can Find More Information."

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SUMMARY
This summary may not contain all the information that may be important to you. You should read this entire prospectus supplement and
the accompanying prospectus, as well as all the documents incorporated by reference herein and therein, before making an investment
decision.
The Company
We are one of the largest wholesale power generators in the U.S. measured by power produced. We own and operate primarily natural
gas-fired and geothermal power plants in North America and have a significant presence in major competitive wholesale power markets in
California, Texas and the Mid-Atlantic region of the U.S. We sell wholesale power, steam, capacity, renewable energy credits and ancillary
services to our customers, which include utilities, independent electric system operators, industrial and agricultural companies, retail power
providers, municipalities, power marketers and others. We purchase primarily natural gas and some fuel oil as fuel for our power plants and
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engage in related natural gas transportation and storage transactions. We purchase electric transmission rights to deliver power to our
customers. We also enter into natural gas and power physical and financial contracts to hedge certain business risks and optimize our portfolio
of power plants. Seasonality and weather can have a significant impact on our results of operations and are also considered in our hedging and
optimization activities. Our goal is to be recognized as the premier power generation company in the U.S. as viewed by our employees,
customers, regulators, shareholders and the communities in which our facilities are located. We seek to achieve sustainable growth through
financially disciplined power plant development, construction, acquisition, operation and ownership, and by pursuing opportunities to improve
our fleet performance and reduce operating costs.
We assess our business on a regional basis due to the impact on our financial performance of the differing characteristics of these
regions, particularly with respect to competition, regulation and other factors impacting supply and demand. Our reportable segments are West
(including geothermal), Texas, North (including Canada) and Southeast.
Our principal offices are located at 717 Texas Avenue, Suite 1000, Houston, Texas 77002 and our telephone number is (713) 830-
2000. We also have offices in Dublin, California and Wilmington, Delaware, an engineering, construction and maintenance services office in
Pasadena, Texas and government affairs offices in Washington D.C., Sacramento, California and Austin, Texas. We operate our business
through a variety of divisions, subsidiaries and affiliates.
Recent Developments
On July 8, 2014, we commenced tender offers (the "Tender Offers") to purchase for cash any and all of our outstanding 7.875% Senior
Secured Notes due 2020 (the "2020 Notes") and 7.50% Senior Secured Notes due 2021 (the "2021 Notes" and, together with the 2020 Notes,
the "Tender Offer Notes"). In conjunction with the Tender Offers, we also commenced solicitations for consents to certain proposed
amendments to the indentures governing the Tender Offer Notes (the "Consent Solicitations" and, together with the Tender Offers, the
"Tender Offers and Consent Solicitations"). The Tender Offers and Consent Solicitations are being made pursuant to an offer to purchase and
consent solicitation statement and a related consent and letter of transmittal, each dated July 8, 2014. The Tender Offers and Consent
Solicitations will each expire at 12:00 midnight, New York City time, on August 4, 2014, unless extended or earlier terminated (the
"Expiration Date").
Holders of Tender Offer Notes that are validly tendered prior to the early tender time of 5:00 p.m., New York City time, on July 21,
2014 (the "Consent Date"), and accepted will receive the applicable total consideration of (i) $1,105.71 per $1,000 principal amount of 2020
Notes, which includes a consent payment of

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$30.00 per $1,000 principal amount of 2020 Notes, and (ii) $1,114.29 per $1,000 principal amount of 2021 Notes, which includes a consent
payment of $30.00 per $1,000 principal amount of 2021 Notes, in each case plus any accrued and unpaid interest up to, but not including, the
early settlement date.
Holders of Tender Offer Notes that are validly tendered after the Consent Date but on or prior to the expiration of the applicable Tender
Offer and Consent Solicitation and accepted will receive the applicable tender offer consideration of (i) $1,075.71 per $1,000 principal amount
of 2020 Notes and (ii) $1,084.29 per $1,000 principal amount of 2021 Notes, in each case plus any accrued and unpaid interest up to, but not
including, the final settlement date. Holders of Tender Offer Notes tendered after the Consent Date will not receive the consent payment.
The proposed amendments to the indentures governing the Tender Offer Notes would (i) eliminate substantially all of the restrictive
covenants, certain events of default and related provisions contained in such indentures, (ii) release the liens on the collateral securing the
Tender Offer Notes and (iii) amend the satisfaction and discharge provision of such indentures. Holders that tender their Tender Offer Notes
pursuant to the applicable Tender Offer are obligated to consent to the proposed amendments to the relevant Tender Offer Notes with respect
to the entire principal amount of Tender Offer Notes tendered by such holders. Holders of Tender Offer Notes may not deliver consents in the
applicable Consent Solicitation without tendering the related Tender Offer Notes in the related Tender Offer.
We may amend, extend or terminate the Tender Offers and Consent Solicitations in our sole discretion. The Tender Offers and Consent
Solicitations are not conditioned upon any minimum amount of Tender Offer Notes being tendered, but are subject to customary conditions,
including, among others, a financing condition that we receive net proceeds from this offering in an amount sufficient, together with cash on
hand (if necessary), to fund all of our obligations under the Tender Offers and Consent Solicitations. Provided that the conditions to the Tender
Offers have been satisfied or waived, we will pay for Tender Offer Notes purchased in the Tender Offers, together with any accrued and
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unpaid interest, on the early settlement date or the final settlement date, as applicable. The early settlement date is expected to occur on or
about the closing date of this offering. On the early settlement date, we intend to mail a notice of redemption to the holders of any Tender
Offer Notes that remain outstanding to redeem such notes on the date that is 30 days after the date of mailing such notice. The final settlement
date is expected to occur on or shortly after the Expiration Date and prior to the consummation of such redemption.
In addition, we have begun discussions with holders of our 8% Senior Secured Notes due 2019 (the "2019 Notes") with respect to the
repurchase of some or all of the 2019 Notes. We have not reached any agreement with respect to the terms of any such repurchase and no
assurance can be given that any such repurchase will be consummated. Under the indenture governing the 2019 Notes, we currently have the
option to redeem some or all of the 2019 Notes at the price set forth in the indenture. As of March 31, 2014, there was $320 million in
aggregate principal amount of our 2019 Notes outstanding.
Further, concurrently with the closing of this offering, we intend to amend our existing credit agreement, dated as of December 10, 2010,
among Calpine, Goldman Sachs Bank USA, as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, the lenders from
time to time party thereto and the other parties thereto (as amended), to provide for an aggregate amount of incremental revolving facilities to
not exceed $500 million (the "Existing Credit Agreement Amendment").

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THE OFFERING

Issuer
Calpine Corporation

Securities Offered
$1,250,000,000 aggregate principal amount of 5.375% Notes due 2023 and
$1,550,000,000 aggregate principal amount of 5.750% Notes due 2025.

Maturity Dates
The 2023 Notes will mature on January 15, 2023, and the 2025 Notes will mature on
January 15, 2025.

Interest Rates
The 2023 Notes will bear interest at 5.375% per year, and the 2025 Notes will bear
interest at 5.750% per year.

Interest Payment Dates
Interest on the 2023 Notes will be payable semi-annually in arrears on each April 15 and
October 15, commencing on April 15, 2015. Interest on the 2025 Notes will be payable
semi-annually in arrears on each April 15 and October 15, commencing on April 15,
2015. Interest on the notes will accrue from the most recent date on which interest has
been paid or, if no interest has been paid, from and including the date of issuance.

Ranking
The notes will:

· be our general unsecured obligations;

· rank pari passu in right of payment with all of our existing and future senior

indebtedness;

· be effectively subordinated to our secured indebtedness to the extent of the value

of the collateral securing such indebtedness;

· be structurally subordinated to any existing and future indebtedness and future

indebtedness and other liabilities of our subsidiaries; and

· be senior in right of payment to any of our subordinated indebtedness.

As of March 31, 2014, on a pro forma basis after giving effect to the application of the
proceeds of this offering as described under the headings "Use of Proceeds" and
"Capitalization," (i) we would have had an aggregate of approximately $5.0 billion of
secured indebtedness outstanding, which would be effectively senior to the notes to the
extent of the value of the collateral securing such indebtedness and (ii) in addition to
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guarantees of our secured indebtedness described in clause (i), our subsidiaries would

have had an aggregate of approximately $3.7 billion of indebtedness owed or guaranteed
to third parties, which would be structurally senior to the notes. In addition, following
the anticipated Existing Credit Agreement Amendment, as described under the heading
"Summary--Recent Developments," we would have an additional $500 million of
availability under our revolving credit facility, which would be effectively senior to the
notes.

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Optional Redemption
We may redeem some or all of the notes at any time and from time to time at the prices
described under the heading "Description of Notes--Optional Redemption."

Offer to Repurchase Upon Change of Control
Upon the occurrence of a Change of Control Triggering Event (as defined herein), we
Triggering Event
will be required to make an offer to repurchase the notes at a price equal to 101% of
their aggregate principal amount plus accrued and unpaid interest to the date of
repurchase. See "Description of Notes--Offer to Repurchase Upon Change of Control
Triggering Event."

Certain Covenants
The indenture governing the notes contains covenants that will limit our ability to,
among other things:

· incur certain liens securing debt; and

· consolidate, merge, convey, transfer or lease all or substantially all of our assets.

Further Issuances
We may, from time to time, without the consent of the existing holders of the 2023
Notes or the 2025 Notes, issue additional 2023 Notes or 2025 Notes. Any such additional
will have the same terms as the 2023 Notes or 2025 Notes, as applicable, except for the
issue date, the issue price and the initial interest payment date. Any such additional notes
will be consolidated with and form a single series with the applicable series of notes
being offered by this prospectus supplement.

Use of Proceeds
We intend to use the net proceeds from this offering, together with cash on hand (if
necessary) to (i) pay the consideration in connection with the Tender Offers and
Consent Solicitations in respect of the Tender Offer Notes, (ii) redeem any of the Tender
Offer Notes not tendered in connection with the Tender Offers and Consent Solicitations
and (iii) pay premiums, fees and expenses relating to the Tender Offers and Consent
Solicitations and the redemption (if any) of the Tender Offer Notes. In addition, we have
begun discussions with holders of the 2019 Notes with respect to the repurchase of some
or all of the 2019 Notes. We have not reached any agreement with respect to the terms
of any such repurchase and no assurance can be given that any such repurchase will be
consummated. Under the indenture governing the 2019 Notes, we currently have the
option to redeem some or all of the 2019 Notes at a "make-whole" price. If we do enter
into an agreement to repurchase some or all of the 2019 Notes, we intend to use a
portion of the net proceeds from this offering for such repurchase. Any net proceeds
from this offering not used for the purposes described above will be used for general
corporate purposes. See "Use of Proceeds."

Conflicts of Interest
Affiliates of Goldman, Sachs & Co. hold all of our outstanding 2019 Notes. Affiliates of
certain of the underwriters may also hold our 2020 Notes and/or 2021 Notes. Because
the net proceeds from this

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Table of Contents
offering will be used to repay indebtedness under 2019 Notes, 2020 Notes and 2021
Notes, we expect that at least 5% of the net proceeds will be directed to one or more of
such underwriters or their affiliates (including Goldman, Sachs & Co.), which would be
considered a "conflict of interest" under Financial Regulatory Authority, Inc.
("FINRA") Rule 5121. As such, this offering is being conducted in accordance with the
applicable requirements of Rule 5121 regarding the underwriting of securities of a
company with a member that has a conflict of interest within the meaning of those rules,

which requires that a qualified independent underwriter ("QIU") participate in the
preparation of the registration statement, prospectus and prospectus supplement and
perform the usual standards of due diligence with respect thereto. Morgan Stanley & Co.
LLC ("Morgan Stanley") is assuming the responsibilities of acting as QIU in connection
with this offering. We have agreed to indemnify Morgan Stanley against certain
liabilities incurred in connection with it acting as QIU in this offering, including
liabilities under the Securities Act. For more information, see "Underwriting; Conflicts
of Interest."

Trustee, Registrar and Paying Agent
Wilmington Trust, National Association.

Governing Law
The indenture and the notes will be governed by and construed in accordance with the
laws of the State of New York.

Risk Factors
You should carefully consider all information in this prospectus supplement. In
particular, you should review the information under the heading "Risk Factors"
beginning on page S-11 of this prospectus supplement and page 1 of the accompanying
prospectus, and otherwise incorporated by reference in this prospectus supplement, for a
discussion of risks relating to an investment in the notes. Please read those sections
carefully before you decide whether to invest in the notes.

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SUMMARY HISTORICAL FINANCIAL AND OPERATING INFORMATION
The following table sets forth our summary consolidated financial and other operating information as of and for the periods ended on the
dates indicated below. We have derived the summary consolidated financial information as of December 31, 2012 and 2013 and for each of the
years ended December 31, 2011, 2012 and 2013 from our audited consolidated financial statements contained in our Annual Report on Form
10-K for the year ended December 31, 2013, which is incorporated by reference into this prospectus supplement. The summary consolidated
balance sheet information as of December 31, 2011, has been derived from our audited financial statements included in our Annual Report on
Form 10-K for the year ended December 31, 2012, which is not included or incorporated by reference into this prospectus supplement.
The summary consolidated statement of operations data, other financial information and operating performance metrics for the three-
month period ended March 31, 2014, and the summary consolidated balance sheet information as of March 31, 2014, have been derived from
our unaudited financial statements included in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014, which is
incorporated by reference into this prospectus supplement. Our unaudited financial statements were prepared on the same basis as the audited
financial statements and, in the opinion of management, include all adjustments, consisting only of normal, recurring adjustments necessary
for a fair statement of the information set forth therein.
The summary consolidated financial information for the twelve months ended March 31, 2014, has been derived by adding the financial
information for the year ended December 31, 2013, and the financial information for the three months ended March 31, 2014, and subtracting
the financial information for the three months ended March 31, 2013. Interim results are not necessarily indicative of the results to be expected
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