Acquisition and Divestitures

Acquisition of Guadalupe Energy Center

On February 26, 2014, we, through our indirect, wholly-owned subsidiary Calpine Guadalupe GP, LLC, completed the purchase of a power plant owned by MinnTex Power Holdings, LLC with a capacity of 1,000 MW, for approximately $625 million, excluding working capital adjustments. The addition of this modern, natural gas-fired, combined-cycle power plant increased capacity in our Texas segment which is one of our core markets. The 110-acre site, located in Guadalupe County, Texas, which is northeast of San Antonio, Texas, includes two 525 MW generation blocks, each consisting of two GE 7FA combustion turbines, two heat recovery steam generators and one GE steam turbine. We also paid $15 million to acquire rights to an advanced development opportunity for an approximately 400 MW quick-start, natural gas-fired peaker. We funded the acquisition with $425 million in incremental CCFC Term Loans and cash on hand. See Note 4 for a further description of the incremental CCFC Term Loans. The purchase price was primarily allocated to property, plant and equipment. Although the purchase price allocation has not been finalized, we do not expect to record any material adjustments to the preliminary purchase price allocation nor do we expect to recognize any goodwill as a result of this acquisition. The pro forma incremental impact of Guadalupe Energy Center on our results of operations for each of the three months and six months ended June 30, 2014 and 2013 is not material.

Sale of Six Southeast Power Plants

On July 3, 2014, we completed the sale of six of our power plants in the Southeast segment to NatGen Southeast Power LLC, a wholly-owned subsidiary of LS Power Equity Partners III. The purchase and sale agreement, dated April 17, 2014, stipulates the sale of 100% of the limited liability company interests in (i) Mobile Energy LLC, (ii) Santa Rosa Energy Center, LLC, (iii) Carville Energy, LLC, (iv) Decatur Energy Center, LLC, (v) Columbia Energy LLC and (vi) Calpine Oneta Power, LLC and thereby sell assets comprising 3,498 MW of combined-cycle generation capacity in Oklahoma, Louisiana, Alabama, Florida and South Carolina for a sale price of approximately $1.57 billion in cash, plus an additional approximately $4 million for working capital and other adjustments at closing. In accordance with the purchase and sale agreement, we may also be required to make up to $16 million in future cash payments for certain planned maintenance events. The divestiture of these power plants has better aligned our asset base with our strategic focus on competitive wholesale markets.

We expect to record a gain on sale of assets, net of approximately $750 million during the third quarter of 2014 and intend to use existing federal and state NOLs to almost entirely offset the projected taxable gains from the sale. The sale of the six power plants did not meet the criteria for treatment as discontinued operations.

The six power plants included in the transaction are as follows:



Plant Name	Plant Capacity		Location
Oneta Energy Center	1,134	MW	Coweta, OK
Carville Energy Center⁽¹⁾	501	MW	St. Gabriel, LA
Decatur Energy Center	795	MW	Decatur, AL
Hog Bayou Energy Center	237	MW	Mobile, AL
Santa Rosa Energy Center	225	MW	Pace, FL
Columbia Energy Center⁽¹⁾	606	MW	Calhoun County, SC
Total	3,498	MW

___________


(1)	Indicates combined-cycle cogeneration power plant.

The assets and liabilities of the six power plants are reported as assets and liabilities held for sale on our Consolidated Condensed Balance Sheet at June 30, 2014. The table below presents the components of assets and liabilities held for sale at June 30, 2014 (in millions):



	June 30, 2014
Assets:
Current assets	$	26
Property, plant and equipment, net	769
Other long-term assets	13
Total current assets held for sale	$	808
Liabilities:
Total current liabilities held for sale	$	9