Calpine and Income Fund Complete Secondary Offering

On February 13, 2003, Calpine Power Income Fund and Calpine Corporation (Calpine) completed a $153 million secondary offering of warranted units of the fund. The warranted units consist of one trust unit indirectly owned by Calpine, combined with one-half of one purchase warrant issued by the fund. Concurrent with the closing, Calpine sold its remaining holdings of trust units to the fund; these trust units will effectively be reissued as the purchase warrants are exercised. The offering was made on a long form bought deal in all the provinces and territories of Canada through a syndicate of underwriters led by Scotia Capital Inc. and CIBC World Markets Inc.

The fund is a business trust that indirectly owns interests in two power generating facilities in B. C. and Alberta and has a loan interest in a third power generating facility in Ontario. Calpine is an independent power company that provides wholesale and industrial customers with natural gas-fired and geothermal power generation.

Calpine was represented by Canadian managing counsel Toby Austin. McCarthy Tétrault LLP in Calgary acted for Calpine and the fund, with a team that included Bruce MacPhail, Mark Eade, Barclay Laughland and Kelsey Clark and assisted by David Ross (tax). Brock Gibson, John Eamon, Scott Clarke and Doug Richardson of Blake, Cassels & Graydon LLP in Calgary acted for the independent trustees of the fund’s subsidiary, Calpine Commercial Trust. Covington & Burling in New York provided U.S. advice to Calpine and the fund, with a team led by Bruce Bennett and including Julia Shin, and Alison Wang (tax), with participation from Bill Paul (tax) in Washington, D.C.

Torys LLP acted for the underwriters, with a team that included Jamie Scarlett, Glen Johnson, Jennifer Soward, Mark Adkins, David Boyko and Stephanie Montgomery (corporate) in Toronto and Corrado Cardarelli, Ann Marie McGovern and Tim Rorabeck (tax) and Geoff Gilbert in New York (U.S. securities).