Calpine Canada Energy Finance Files Shelf Prospectus

Calpine Canada Energy Finance ULC has filed a shelf prospectus that uses the northbound MJDS system, and has made a subsequent offering of $200 million of 8 per cent senior notes. The notes are fully and unconditionally guaranteed by Calpine Corporation. Calpine is a California-based, independent power company that develops, acquires, owns and operates power generation facilities and sells electricity and steam in Canada, the U.S. and the U.K.

This offering was done concurrently with the offering by Calpine and its affiliates of US$1.38 billion of senior notes in the U.S., £200 million of senior notes and €175 million of senior notes in Europe, and the US$654.5 million Rule 144A offering of pass-through certificates in the U.S. The Canadian offering closed October 18, 2001.

Calpine was represented by Lisa Bodensteiner, senior vice-president and general counsel. McCarthy Tétrault LLP acted as Canadian counsel for the issuer, with a team that included Bruce MacPhail, Karen Wiwchar, Lloyd Symons and Jason Dubchak (corporate finance/securities), Doug Ewens, Q.C., and David Ross (tax). U.S. counsel to the issuer was Covington & Burling, with a team that included Bruce Bennett, Mark Liberman and Carey Roberts.

Torys LLP acted as Canadian counsel for the syndicate of underwriters, which was led by TD Securities Inc. and included Scotia Capital Inc., BMO Nesbitt Burns, Inc., CIBC World Markets Inc. and RBC Dominion Securities Inc. The Torys team included Simon Knowling, Michael Feldman and John Unger. Skadden, Arps, Slate, Meagher & Flom LLP was U.S. counsel to the underwriters, with a team that included Joseph Coco, Erik Morris and Richard Aftanas in New York and Christopher Morgan in Toronto.