Debt

Our debt at December 31, 2018 and 2017, was as follows (in millions):



	2018		2017
Senior Unsecured Notes	$	3,036	$	3,417
First Lien Term Loans	2,976		2,995
First Lien Notes	2,400		2,396
Project financing, notes payable and other	1,264		1,498
CCFC Term Loan	974		984
Capital lease obligations	105		115
Corporate Revolving Facility	30		—
Subtotal	10,785		11,405
Less: Current maturities	637		225
Total long-term debt	$	10,148	$	11,180

Our debt agreements contain covenants which could permit lenders to accelerate the repayment of our debt by providing notice, the lapse of time, or both, if certain events of default remain uncured after any applicable grace period. We were in compliance with all of the covenants in our debt agreements at December 31, 2018.

Annual Debt Maturities

Contractual annual principal repayments or maturities of debt instruments as of December 31, 2018, are as follows (in millions):



2019	$	642
2020	246
2021	259
2022	1,019
2023	2,535
Thereafter	6,217
Subtotal	10,918
Less: Debt issuance costs	112
Less: Discount	21
Total debt	$	10,785

Senior Unsecured Notes

Our Senior Unsecured Notes are summarized in the table below (in millions, except for interest rates):



	Outstanding at December 31,				Weighted Average Effective Interest Rates⁽¹⁾
	2018		2017		2018		2017
2023 Senior Unsecured Notes	$	1,227	$	1,239	5.6	%	5.6	%
2024 Senior Unsecured Notes	599		644		5.7		5.7
2025 Senior Unsecured Notes	1,210		1,534		6.0		6.0
Total Senior Unsecured Notes	$	3,036	$	3,417

____________


(1)	Our weighted average interest rate calculation includes the amortization of debt issuance costs.

During the year ended December 31, 2018, we repurchased $390 million in aggregate principal of our Senior Unsecured Notes for $355 million. In connection with the repurchases, we recorded approximately $35 million in gain on extinguishment of debt and recorded approximately $3 million in loss on extinguishment of debt associated with the write-off of debt issuance costs.



	Principal Repurchased		Cash Paid		Gain on Extinguishment of Debt
			(in million)
2023 Senior Unsecured Notes	$	14	$	13	$	1
2024 Senior Unsecured Notes	46		42		4
2025 Senior Unsecured Notes	330		300		30
Total	$	390	$	355	$	35

In February 2015, we issued $650 million in aggregate principal amount of 5.5% senior unsecured notes due 2024 in a public offering. The 2024 Senior Unsecured Notes bear interest at 5.5% per annum with interest payable semi-annually on February 1 and August 1 of each year, beginning on August 1, 2015. The 2024 Senior Unsecured Notes were issued at par, mature on February 1, 2024 and contain substantially similar covenant, qualifications, exceptions and limitations as our 2023 Senior Unsecured Notes and 2025 Senior Unsecured Notes.

On July 22, 2014, we issued $1.25 billion in aggregate principal amount of 5.375% senior unsecured notes due 2023 and $1.55 billion in aggregate principal amount of 5.75% senior unsecured notes due 2025 in a public offering. The 2023 Senior Unsecured Notes bear interest at 5.375% per annum and the 2025 Senior Unsecured Notes bear interest at 5.75% per annum, in each case payable semi-annually on April 15 and October 15 of each year, beginning on April 15, 2015. The 2023 Senior Unsecured Notes mature on January 15, 2023 and the 2025 Senior Unsecured Notes mature on January 15, 2025. Our Senior Unsecured Notes were issued at par.

Our Senior Unsecured Notes are:


•	general unsecured obligations of Calpine;


•	rank equally in right of payment with all of Calpine’s existing and future senior indebtedness;


•	effectively subordinated to Calpine’s secured indebtedness to the extent of the value of the collateral securing such indebtedness;


•	structurally subordinated to any existing and future indebtedness and other liabilities of Calpine’s subsidiaries; and


•	senior in right of payment to any of Calpine’s subordinated indebtedness.

First Lien Term Loans

Our First Lien Term Loans are summarized in the table below (in millions, except for interest rates):



	Outstanding at December 31,				Weighted Average Effective Interest Rates⁽¹⁾
	2018		2017		2018		2017
2019 First Lien Term Loan	$	389	$	389	4.9	%	4.1	%
2023 First Lien Term Loans	1,059		1,064		5.4		4.6
2024 First Lien Term Loan⁽²⁾	1,528		1,542		5.0		4.2
Total First Lien Term Loans	$	2,976	$	2,995

____________


(1)	Our weighted average interest rate calculation includes the amortization of debt issuance costs and debt discount.


(2)	Our 2024 First Lien Term Loan carries substantially similar terms as our 2023 First Lien Term Loans as discussed below.

On February 3, 2017, we entered into a $400 million first lien senior secured term loan which bears interest, at our option, at either (i) the Base Rate, equal to the highest of (a) the Federal Funds Effective Rate plus 0.50% per annum, (b) the Prime Rate or (c) the Eurodollar Rate for a one month interest period plus 1.0% (in each case, as such terms are defined in the 2019 First Lien Term Loan credit agreement), plus an applicable margin of 0.75%, or (ii) LIBOR plus 1.75% per annum (with no LIBOR floor) and matures on December 31, 2019. An aggregate amount equal to 0.25% of the aggregate principal amount of the 2019 First Lien Term Loans is payable at the end of each quarter (beginning with the quarter ending June 2017) with the remaining balance payable on the maturity date. We paid an upfront fee of an amount equal to 1.0% of the aggregate principal amount of the 2019 First Lien Term Loan, which is structured as original issue discount and recorded approximately $8 million in debt issuance costs during the first quarter of 2017 related to the issuance of our 2019 First Lien Term Loan. The 2019 First Lien Term Loan contains substantially similar covenants, qualifications, exceptions and limitations as other First Lien Term Loans and the First Lien Notes. We used the proceeds from the 2019 First Lien Term Loan, together with cash on hand, to redeem the remaining 2023 First Lien Notes.

On May 31, 2016, we entered into a $562 million first lien senior secured term loan which bears interest, at our option, at either (i) the Base Rate, equal to the highest of (a) the Federal Funds Effective Rate plus 0.50% per annum, (b) the Prime Rate or (c) the Eurodollar Rate for a one month interest period plus 1.0% (in each case, as such terms are defined in the credit agreement), plus an applicable margin of 2.00%, or (ii) LIBOR plus 2.75% per annum (with no LIBOR floor) and matures on May 31, 2023. An aggregate amount equal to 0.25% of the aggregate principal amount of the 2023 First Lien Term Loans is payable at the end of each quarter with the remaining balance payable on the maturity date. We paid an upfront fee of an amount equal to 1.0% of the aggregate principal amount of the 2023 First Lien Term Loans, which is structured as original issue discount and recorded approximately $11 million in debt issuance costs during the second quarter of 2016 related to the issuance of this portion of our 2023 First Lien Term Loans. The 2023 First Lien Term Loans contains substantially similar covenants, qualifications, exceptions and limitations as other First Lien Term Loans and the First Lien Notes. We used the proceeds from this portion of our 2023 First Lien Term Loans and a portion of our 2026 First Lien Notes, discussed below, to repay portion of our First Lien Term Loans with maturity dates in 2019 and 2020 and recorded $15 million in loss on extinguishment of debt during the second quarter of 2016 associated with the repayment.

First Lien Notes

Our First Lien Notes are summarized in the table below (in millions, except for interest rates):



	Outstanding at December 31,				Weighted Average Effective Interest Rates⁽¹⁾
	2018		2017		2018		2017
2022 First Lien Notes	$	743	$	741	6.4	%	6.4	%
2024 First Lien Notes	486		485		6.1		6.1
2026 First Lien Notes	1,171		1,170		5.5		5.5
Total First Lien Notes	$	2,400	$	2,396

____________


(1)	Our weighted average interest rate calculation includes the amortization of debt issuance costs and debt discount.

On December 15, 2017, we issued $560 million in aggregate principal amount of 5.25% senior secured notes due 2026 in a private placement. Additionally, on May 31, 2016, we issued $625 million in aggregate principal amount of 5.25% senior secured notes due 2026 in a private placement. Our 2026 First Lien Notes bear interest at 5.25% payable semi-annually on June 1 and December 1 of each year. Our 2026 First Lien Notes mature on June 1, 2026 and contain substantially similar covenants, qualifications, exceptions and limitations as our First Lien Notes. We recorded approximately $8 million in debt issuance costs during the fourth quarter of 2017 related to the issuance of a portion of our 2026 First Lien Notes and approximately $9 million in debt issuance costs during the second quarter of 2016 related to the issuance of a portion of our 2026 First Lien Notes.

Our First Lien Notes are secured equally and ratably with indebtedness incurred under our First Lien Term Loans and Corporate Revolving Facility, subject to certain exceptions and permitted liens, on substantially all of our and certain of the guarantors’ existing and future assets. Additionally, our First Lien Notes rank equally in right of payment with all of our and the guarantors’ other existing and future senior indebtedness, and will be effectively subordinated in right of payment to all existing and future liabilities of our subsidiaries that do not guarantee our First Lien Notes.

Subject to certain qualifications and exceptions, our First Lien Notes will, among other things, limit our ability and the ability of the guarantors to:


•	incur or guarantee additional first lien indebtedness;


•	enter into certain types of commodity hedge agreements that can be secured by first lien collateral;


•	enter into sale and leaseback transactions;


•	create or incur liens; and


•	consolidate, merge or transfer all or substantially all of our assets and the assets of our restricted subsidiaries on a combined basis.

Project Financing, Notes Payable and Other

The components of our project financing, notes payable and other are (in millions, except for interest rates):



	Outstanding at December 31,				Weighted Average Effective Interest Rates⁽¹⁾
	2018		2017		2018		2017
Russell City due 2023	$	341	$	401	6.5	%	6.4	%
Steamboat due 2025	384		414		4.5		4.7
OMEC due 2024⁽²⁾	218		294		7.1		7.2
Los Esteros due 2023	163		191		4.7		5.3
Pasadena⁽³⁾	76		89		8.9		8.9
Bethpage Energy Center 3 due 2020-2025⁽⁴⁾	53		60		7.1		7.1
Other	29		49		—		—
Total	$	1,264	$	1,498

_____________


(1)	Our weighted average interest rate calculation includes the amortization of debt issuance costs and debt discount.


(2)	On December 19, 2018, we refinanced the project debt associated with OMEC which lowered the aggregate debt balance to $220 million and extended the maturity to August 2024. In the event that the OMEC put option is exercised, the debt will become payable on November 3, 2019. See Note 7 for further information related to the OMEC put option.


(3)	Represents a failed sale-leaseback transaction that is accounted for as financing transaction under U.S. GAAP.


(4)	Represents a weighted average of first and second lien loans for the weighted average effective interest rates.

Our project financings are collateralized solely by the capital stock or partnership interests, physical assets, contracts and/or cash flows attributable to the entities that own the power plants. The lenders’ recourse under these project financings is limited to such collateral.

On January 29, 2019, PG&E and PG&E Corporation each filed voluntary petitions for relief under Chapter 11. Our power plants that sell energy and energy-related products to PG&E through PPAs, include Russell City Energy Center and Los Esteros Critical Energy Facility. As a result of PG&E’s bankruptcy, we are currently unable to make distributions from our Russell City and Los Esteros projects in accordance with the terms of the project debt agreements associated with each related project. If PG&E does not seek to assume our PPAs through their bankruptcy proceedings, unless otherwise modified, we will incur an event of default under the Russell City and Los Esteros project debt agreements 180 days after the date of PG&E’s bankruptcy filing. We continue to monitor the bankruptcy proceedings and are assessing our options.

CCFC Term Loan

Our CCFC Term Loan is summarized in the table below (in millions, except for interest rates):



	Outstanding at December 31,				Weighted Average Effective Interest Rates⁽¹⁾
	2018		2017		2018		2017
CCFC Term Loan	$	974	$	984	4.9	%	4.6	%

____________


(1)	Our weighted average interest rate calculation includes the amortization of debt issuance costs and debt discount.

On December 15, 2017, CCFC entered into a credit agreement providing for a first lien senior secured term loan facility for $1.0 billion. The CCFC Term Loan bears interest, at CCFC’s option, at either (i) the Base Rate, equal to the higher of (a) the Federal Funds Effective Rate plus 0.5% per annum, (b) the Prime Rate or (c) the Eurodollar Rate (as such terms are defined in the Credit Agreement) plus 1% per annum, plus an applicable margin of 1.5% per annum, or (ii) LIBOR plus 2.5% per annum. The CCFC Term Loan was offered to investors at an issue price equal to 99.875% of face value.

An aggregate amount equal to 0.25% of the aggregate principal amount of the CCFC Term Loan will be payable at the end of each quarter commencing in March 2018, with the remaining balance payable on the maturity date (January 15, 2025). CCFC may elect from time to time to convert all or a portion of the CCFC Term Loan from LIBOR rate loans to Base Rate loans or vice versa. In addition, CCFC may at any time, and from time to time, prepay the CCFC Term Loan, in whole or in part, without premium or penalty, upon irrevocable notice to the Administrative Agent. Partial prepayments shall be in an aggregate minimum principal amount of $1 million, provided that any prepayment shall be first applied to any portion of the CCFC Term Loan that is designated as Base Rate loans and then LIBOR rate loans.

CCFC may also reprice the CCFC Term Loan, subject to approval from the Lenders (as defined in the Credit Agreement). CCFC may elect to extend the maturity of any CCFC Term Loan, in whole or in part, subject to approval from those lenders (as defined in the Credit Agreement) holding such CCFC Term Loan.

Subject to certain qualifications and exceptions, the Credit Agreement will, among other things, limit CCFC’s ability and the ability of the guarantors of the CCFC Term Loan to:


•	incur or guarantee additional first lien indebtedness;


•	enter into sale and leaseback transactions;


•	create liens;


•	consummate certain asset sales;


•	make certain non-cash restricted payments; and


•	consolidate, merge or transfer all or substantially all of CCFC’s assets and the assets of CCFC’s restricted subsidiaries on a combined basis.

We utilized the proceeds received from a portion of our 2026 First Lien Notes (discussed above) and the CCFC Term Loan, together with operating cash on hand, to fully repay the CCFC Term Loans and recorded approximately $13 million in debt issuance costs during the fourth quarter of 2017. We recorded approximately $12 million in loss on extinguishment of debt associated with the repayment of our CCFC Term Loans during the fourth quarter of 2017.

The CCFC Term Loan is secured by certain real and personal property of CCFC consisting primarily of six natural gas-fired power plants. The CCFC Term Loan is not guaranteed by Calpine Corporation and is without recourse to Calpine Corporation or any of our non-CCFC subsidiaries or assets; however, CCFC generates the majority of its cash flows from an intercompany tolling agreement with Calpine Energy Services, L.P. and has various service agreements in place with other subsidiaries of Calpine Corporation.

Capital Lease Obligations

The following is a schedule by year of future minimum lease payments under capital leases and a failed sale-leaseback transaction related to our Pasadena Power Plant together with the present value of the net minimum lease payments as of December 31, 2018 (in millions):



	Sale-Leaseback Transaction⁽¹⁾		Capital Lease		Total
2019	$	21	$	19	$	40
2020	21		19		40
2021	21		17		38
2022	16		17		33
2023	6		21		27
Thereafter	20		72		92
Total minimum lease payments	105		165		270
Less: Amount representing interest	29		60		89
Present value of net minimum lease payments	$	76	$	105	$	181

____________


(1)	Amounts are accounted for as a financing transaction under U.S. GAAP and are included in our project financing, notes payable and other amounts above.

The primary types of property leased by us are power plants and related equipment. The leases generally provide for the lessee to pay taxes, maintenance, insurance, and certain other operating costs of the leased property. The remaining lease terms range up to 33 years (including lease renewal options). Some of the lease agreements contain customary restrictions on dividends up to Calpine Corporation, additional debt and further encumbrances similar to those typically found in project financing agreements. At December 31, 2018 and 2017, the asset balances for the leased assets totaled approximately $715 million and $737 million with accumulated amortization of $353 million and $349 million, respectively. Amortization of assets under capital leases is recorded in depreciation and amortization expense on our Consolidated Statements of Operations. See Note 16 for discussion of capital leases guaranteed by Calpine Corporation.

Corporate Revolving Facility and Other Letters of Credit Facilities

The table below represents amounts issued under our letter of credit facilities at December 31, 2018 and 2017 (in millions):



	2018		2017
Corporate Revolving Facility	$	693	$	629
CDHI	251		244
Various project financing facilities	228		196
Other corporate facilities	193		—
Total	$	1,365	$	1,069

Corporate Revolving Facility

On May 18, 2018, we amended our Corporate Revolving Facility to increase the capacity by approximately $220 million from $1.47 billion to approximately $1.69 billion. On March 8, 2018, we amended our Corporate Revolving Facility to increase the letter of credit facility from $1.15 billion to $1.3 billion and increased the Incremental Revolving Facilities (as defined in the credit agreement) amount to $500 million.

On September 15, 2017, we amended our Corporate Revolving Facility to, among other things, provide that the Merger does not constitute a “Change of Control” thereunder, effective upon consummation of the Merger. On October 20, 2017, we further amended our Corporate Revolving Facility to extend the maturity of most revolving commitments (totaling $1.3 billion in the aggregate) to March 8, 2023. Both amendments to the Corporate Revolving Facility became effective upon consummation of the Merger on March 8, 2018. See Note 2 for further information related to the Merger.

The Corporate Revolving Facility represents our primary revolving facility. Borrowings under the Corporate Revolving Facility bear interest, at our option, at either a base rate or LIBOR rate. Base rate borrowings shall be at the base rate, plus an applicable margin ranging from 1.00% to 1.25% as provided in the Corporate Revolving Facility credit agreement. Base rate is defined as the higher of (i) the Federal Funds Effective Rate, as published by the Federal Reserve Bank of New York, plus 0.50% and (ii) the rate the administrative agent announces from time to time as its prime per annum rate. LIBOR rate borrowings shall be at the British Bankers’ Association Interest Settlement Rates for the interest period as selected by us as a one, two, three, six or, if agreed by all relevant lenders, nine or twelve month interest period, plus an applicable margin ranging from 2.00% to 2.25%. Interest payments are due on the last business day of each calendar quarter for base rate loans and the earlier of (i) the last day of the interest period selected or (ii) each day that is three months (or a whole multiple thereof) after the first day for the interest period selected for LIBOR rate loans. Letter of credit fees for issuances of letters of credit include fronting fees equal to that percentage per annum as may be separately agreed upon between us and the issuing lenders and a participation fee for the lenders equal to the applicable interest margin for LIBOR rate borrowings. Drawings under letters of credit shall be repaid within two business days or be converted into borrowings as provided in the Corporate Revolving Facility credit agreement. We incur an unused commitment fee ranging from 0.25% to 0.50% on the unused amount of commitments under the Corporate Revolving Facility.

The Corporate Revolving Facility does not contain any requirements for mandatory prepayments. However, we may voluntarily repay, in whole or in part, the Corporate Revolving Facility, together with any accrued but unpaid interest, with prior notice and without premium or penalty. Amounts repaid may be reborrowed, and we may also voluntarily reduce the commitments under the Corporate Revolving Facility without premium or penalty.

The Corporate Revolving Facility is guaranteed and secured by certain of our current domestic subsidiaries and will also be additionally guaranteed by our future domestic subsidiaries that are required to provide such a guarantee in accordance with the terms of the Corporate Revolving Facility. The Corporate Revolving Facility ranks equally in right of payment with all of our and the guarantors’ other existing and future senior indebtedness and will be effectively subordinated in right of payment to all existing and future liabilities of our subsidiaries that do not guarantee the Corporate Revolving Facility. The Corporate Revolving Facility also requires compliance with financial covenants that include a minimum cash interest coverage ratio and a maximum net leverage ratio.

CDHI

We have a $300 million letter of credit facility related to CDHI. During the fourth quarter of 2017, we amended our CDHI letter of credit facility to extend the maturity to October 2, 2021. Pursuant to the terms and conditions of the CDHI credit agreement, the capacity under the CDHI letter of credit facility will be reduced to $125 million on June 30, 2019. The decrease in capacity will not have a material effect on our liquidity as alternative sources of liquidity are available.

Other corporate facilities

We have two unsecured letter of credit facilities with third party financial institutions totaling $200 million. One of the facilities, with commitments totaling $150 million, matures partially in June 2020 and fully by December 2020. The other facility, with commitments totaling $50 million, matures in June 2020.

Short Term Credit Facility

On April 11, 2018, we entered into a credit agreement which allowed us access to $300 million in aggregate available borrowings until August 31, 2018. We did not make any cash draws on the Short Term Credit Facility which we terminated on August 17, 2018.

Fair Value of Debt

We record our debt instruments based on contractual terms, net of any applicable premium or discount and debt issuance costs. The following table details the fair values and carrying values of our debt instruments at December 31, 2018 and 2017 (in millions):



	2018				2017
	Fair Value		Carrying Value		Fair Value		Carrying Value
Senior Unsecured Notes	$	2,803	$	3,036	$	3,294	$	3,417
First Lien Term Loans	2,877		2,976		3,043		2,995
First Lien Notes	2,299		2,400		2,437		2,396
Project financing, notes payable and other⁽¹⁾	1,209		1,188		1,439		1,409
CCFC Term Loan	938		974		1,000		984
Corporate Revolving Facility	30		30		—		—
Total	$	10,156	$	10,604	$	11,213	$	11,201

____________


(1)	Excludes a lease that is accounted for as a failed sale-leaseback transaction under U.S. GAAP.

Our Senior Unsecured Notes, First Lien Term Loans, First Lien Notes, CCFC Term Loan and Corporate Revolving Facility are categorized as level 2 within the fair value hierarchy. Our project financing, notes payable and other debt instruments are categorized as level 3 within the fair value hierarchy. We do not have any debt instruments with fair value measurements categorized as level 1 within the fair value hierarchy.