Mirant

[jazzperzzblu]

power and energy summertime summertime sum sum summertime$$$$

[ScovilleUnits]

Transcript…meeting of RRI employees April 13, 2010

http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=6888723

Mark Jacobs - RRI Energy — President & CEO...(excerpts from pg 1)

As you know, we announced on Sunday that we’re going to — we’ve entered into a definitive agreement to merge with Mirant Corporation.

The consideration here — and again, this gets into some of the technical aspects. But what’s going to happen is if you are a shareholder of RRI Energy, nothing is going to happen; you’re going to continue to own one share for each share you have. If you own Mirant’s stock, you’re going to get 2.835 shares of RRI stock for each share of Mirant stock you have. So effectively, our company is going to be putting out or issuing a lot of new shares to Mirant shareholders, and as a result of that, then Mirant will become a wholly owned subsidiary of the existing RRI Energy.

Now, RRI Energy is going to change its name then to GenOn Energy, but the same parent company we have today is going to be the same parent company we’ll have going forward. After we put out that stock, Mirant shareholders are going to have 54% of the combined company’s stock and our shareholders are going to have 46%. And that reflects the fact that when you look at the market capitalizations of the two companies today, they’re slightly larger than we are. So, they have a little bit higher — a little bit more than 50% of the ownership percentage.

[ScovilleUnits]

12.5¢ per share?

Atlanta Business News-Wednesday, September 16, 2009

By David Markiewicz

The Atlanta Journal-Constitution

Six years after the old Mirant Corp. tumbled into bankruptcy, and more than three years after it emerged, former shareholders are starting to get what’s coming to them.

It amounts to 12 1/2 cents per share. The payoff will arrive in the form of electronic credits to brokerage accounts or, in some cases, checks in the mail. The Atlanta company said payments are going out now but a spokesman could not say when they will be completed.

Once, Mirant shares traded for more than $40. Some shareholders, many of them in the metro area, lost millions when the company collapsed.

Newnan shareholder John Thrasher expects a payment of about $7,500 and considers that a victory. Often common stockholders are wiped out in a bankruptcy case.

“Anyone who knows the history of what typically happens (in these situations) would have to agree it was a long shot at best that the common share holder would recover anything,” said Thrasher.

The payment process began in March when Atlanta-based Southern Co. agreed to settle a four-year-long legal fight with Mirant, its former subsidiary.

Southern agreed to pay $202 million, ending its piece of the case. Common stockholders, who held 405 million shares, will only get about $50 million of that, however. Creditors will get the same amount.

Mirant was formed in 1993 to enter the new, competitive energy industry pioneered by Enron Corp. It expanded around the world. But when Enron collapsed in scandal the pall carried over to other firms in the industry, including Mirant.

Southern had spun off Mirant in 2001, with Southern shareholders getting much of Mirant’s stock. Bankruptcy came in 2003.

Mirant sued Southern in 2005 asking for more than $2 billion, charging that it had loaded Mirant with debt from overpriced acquisitions and spun it off knowing it was essentially insolvent.

“A lot of people disproportionately invested in Mirant because they believed it was such a great value,” said Neil Roghair, a Dallas shareholder who estimated his loss at about $1.5 million.

“I thought I was value investing,” he said, “and it turned out it was all a deck of cards, and it imploded.”

He added, “It’s been a long, painful road.”

Mirant emerged from bankruptcy reorganization in early 2006 and continues to operate.

http://www.ajc.com/business/mirant-shareholders-getting-bankruptcy-139943.html

...Oh’Lawd….don’t make me lose everythang… like with K-Mart!...was banging off the court room walls!!.


wft?

[mick]

hi scovillez, i have this update toady for mirkq. i see 300 mil. share dilution. does the old share still have their old shares?

Mirant Completes Reorganization and Emerges From Chapter 11
Company Prepares to Relist on the New York Stock Exchange
ATLANTA, Jan. 3 /PRNewswire-FirstCall/ -- Mirant Corporation (OTC Pink Sheets: MIRKQ) announced today that it has successfully emerged from Chapter 11 bankruptcy protection. The company has completed the steps necessary to cause its Plan of Reorganization to become effective, including securing $2.35 billion in exit financing.

'This is a major milestone for Mirant,' said Edward R. Muller, the company's chairman and chief executive officer. 'After 30 months in the bankruptcy process, we have successfully restructured Mirant to provide it with the financial flexibility necessary to be a leader in the industry. The talented employees of Mirant will create tremendous value for our shareholders through discipline, creativity and operational excellence.'

Under its Plan of Reorganization, Mirant is converting more than $6 billion of debt and liabilities into equity in the reorganized company and will nearly halve its overall debt.

In accordance with the Plan of Reorganization, Mirant will issue 300 million shares of common stock to its creditors and existing equity holders. Additional shares will be reserved for issuance pursuant to the company's employee stock programs, and for issuance in connection with the Series A and Series B Warrants being distributed under the Plan of Reorganization. Mirant has begun its initial distributions of common stock and cash provided for in its Plan of Reorganization, and expects to complete these initial distributions by the middle of January 2006.

The Company has applied for re-listing with the New York Stock Exchange and expects to begin trading on January 11, 2006, under the ticker symbol MIR.

Mirant's U.S. and Canadian units filed for bankruptcy protection on July 14, 2003, and various dates thereafter. The Company's other international operations did not file for bankruptcy.

Subsidiaries of Mirant owning generating facilities and other assets in New York state will remain in Chapter 11 proceedings pending the resolution of certain matters with local authorities - including property tax settlements and the capital expenditures required for those facilities to continue to operate in future years.

With the company's emergence from bankruptcy, Mirant has a new nine-member board of directors. The directors, in addition to Edward R. Muller, are Thomas W. Cason, A.D. Correll, Terry G. Dallas, Thomas H. Johnson, John T. Miller, Robert C. Murray, John M. Quain and William L. Thacker.

Mirant is a competitive energy company that produces and sells electricity in the United States, the Caribbean, and the Philippines. Mirant owns or leases more than 18,000 megawatts of electric generating capacity globally. The company operates an asset management and energy marketing organization from its headquarters in Atlanta. For more information, please visit http://www.mirant.com.

Some of the statements included herein involve forward-looking information. We caution you that these statements involve known and unknown risks and that there can be no assurance that such results will occur. There are various important factors that could cause actual results to differ materially from those indicated in the forward-looking statements, such as, but not limited to, (i) our ability to satisfy the conditions to listing on the New York Stock Exchange, (ii) instructions, orders and decisions of the Bankruptcy Court and other effects of legal and administrative proceedings, settlements, investigations and claims that may impact our ability to make distributions to our stakeholders as planned, (iii) changes in market conditions, including developments in energy and commodity supply, demand, volume and pricing or the extent and timing of the entry of additional competition in the markets of us or our subsidiaries and affiliates, and (iv) other factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2004 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 filed with the Securities and Exchange Commission.


Stockholder inquiries:

678 579 7777

SOURCE Mirant Corporation



Source: PR Newswire (January 3, 2006 - 3:41 PM EST)

News by QuoteMedia
www.quotemedia.com

[ScovilleUnits]

Current Commons Shares post chap 11?

Has the outcome been disclosed? Briefly gleaned over recent releases and didn't notice confirmation if current common shares were to be void? I know that's the norm just didn't notice specific mention of it.

[Joe Stocks]

WSJ - Court Orders Mirant to Revamp
Court Orders Mirant to Revamp
Calculation of Value of Company

By REBECCA SMITH
Staff Reporter of THE WALL STREET JOURNAL
June 30, 2005 8:22 p.m.

A federal bankruptcy judge ordered Mirant Corp. and its advisors to use new methodology to calculate the value of the Atlanta-based electricity generation company, responding to a complaint by shareholders that the company's estimate was flawed and designed to wipe out their equity interest.

Judge Michael Lynn, at the U.S. Bankruptcy Court in Fort Worth, Texas, set new criteria to be followed, including updating several sets of number, recognizing additional cash that's piled up and changes in fuel costs and power prices. Some changes ordered appeared to come in response to shareholder suggestions, such as that Mirant's presumed growth rate be set at 3% a year, in the U.S., rather than a 1% to 2% growth rate recommended by Mirant.

An attorney for shareholders, Ed Weisfelner, said his clients "not only are happy, we feel vindicated" by the ruling.

The ruling capped more than a month of detailed hearings in which different interests argued different methods for setting the value. Roughly speaking, the creditors' committee, led by Citigroup, had pegged Mirant's value at about $8 billion. The company pegged its value at about $9 billion, and the shareholder group said it was $13 billion or more.

In his ruling, the judge said if the value came in above $10.7 billion, "equity holders are likely to be entitled to some recovery" but not if it fell below that amount. Shareholders have argued that the company, spun off by big utility Southern Co. in October 2000, never should have filed for bankruptcy protection. Under the company's plan of reorganization, shareholders would be stripped of ownership and it would pass to creditors that would be issue new stock in the company which owns 18,000 megawatts of power-generating assets.

Mr. Weisfelner said he believes the enterprise value will come in "significantly above $11 billion giving us a seat at the table instead of having the chair pulled out from under us."

The new calculation is supposed to include an extra $450 million for possible litigation settlements. Mirant sued former parent Southern Co. earlier this month, accusing it of improperly siphoning $2 billion in funds from Mirant before it was spun off. Any recovery would become an asset of the new company.

Write to Rebecca Smith at [e-mail]1

[Joe Stocks]

Press Release Source: Mirant Shareholder Rights Group LLC


Expert Testimony Reveals Inaccuracies in Valuation Report Prepared for Mirant Corporation by Blackstone Group
Tuesday June 28, 4:00 pm ET
Expert Testifies that up to $1.74 Billion Available for Shareholder Recovery


FORT WORTH, Texas, June 28 /PRNewswire/ -- The Mirant Shareholder Rights Group LLC supports expert testimony presented by Anders Maxwell, Equity Committee's witness, during Mirant's valuation hearing, which concluded yesterday. The expert testified that inaccuracies in the Blackstone Group ("Blackstone") valuation report prepared for Mirant Corporation ("Mirant") (OTC: MIRKQ - News) masked at least $1.74 billion of value in its business plan forecasts and used improper methodologies to undervalue its domestic and foreign cash flows. Using Blackstone's own valuation method with accurate and current figures, Mr. Maxwell demonstrated to the Court that a valuation in the range of $12 billion to $13.7 billion was a more accurate calculation than that arrived at previously by Blackstone on behalf of Mirant. A valuation in this range would yield up to $1.74 billion in rightful shareholder recovery.
"This testimony provides quantifiable evidence that Mirant is understating the company's value in order to deny shareholders' their rightful recovery," said Mark Adams, a member of The Mirant Shareholder Rights Group. "It is interesting to note testimony that Blackstone designed the prepackaged plan which left shareholders intact, and stated during trial that the company was worth more today than when it filed for bankruptcy.

At present, the market value of the debt is trading at 30% above the estimated value of recovery in Mirant's plan. It seems utterly nonsensical that the creditors, who stand to recover 100% or more, are unwilling to simply afford the stockholders their rightful recovery, which would cause their debt securities to be valued at par or above."

Following are some of the major errors and omissions in Mirant's business plan, forecasts and valuation:


* $1.0 billion to $1.5 billion of enterprise value is hidden as a result
of an unnecessarily costly capital structure and unrecognized cash that
appears designed to artificially diminish liquidity and bloat the
balance sheet.

* $265 million of freed-up cash as a result of reduced collateral
requirements post emergence was not recognized by Mirant or its
advisors.

* $245 million in increased valuation as a result of Mirant's incorrect
comparison to comparable companies in the merchant energy sector.

* $179 million in increased valuation by removing stale energy prices
used by Mirant in its outdated business plan, and substituting actual
near-term market prices and a realistic market forecast for long-term
fuel prices.

* $100 million in payments made during bankruptcy that were not netted
against a Power Purchase Agreement rejection claim, which, if rejected
would be recouped.

* $75 million in increased valuation as a result of using a more
realistic tax rate on Mirant's future earnings.

* $60 million in increased valuation as a result of Mirant applying an
incorrect discount rate to the savings provided by net operating losses
created when Mirant wrote off a huge portion of its assessed asset
values.

In addition to aforementioned inaccuracies, there were numerous changes made to Blackstone's Weighted Average Cost of Capital assumptions (WACC) and other valuation model methodologies used by Mirant and its advisors. These errors reduced Mirant's projected discounted cash flows and resulting enterprise value by at least another $1 billion.

Simply taking these error corrections into account on a conservative basis, and using Blackstone's base valuation, PJSC has determined that the range of value available to shareholders should be $360 million to $1.74 billion. The values listed above do not include any of the potential $1.9 billion recovery against Southern Company, or any other potential estate claims that may exist. The corrected values also do not include the following additional PJSC findings contained in its expert valuation report:


* $524 million in enterprise value hidden as a result of Mirant's use of
different pricing from the installed capacity pricing that exists in
the three primary regional power markets in which Mirant operates.
Installed capacity markets have been developed to provide a source of
revenue to owners of generating units for maintaining capacity in
place, which ensures an adequate reserve margin for system reliability.

* $122 million in enterprise value hidden as a result of Mirant's
exclusion of Bowline, a 750 megawatt generating unit project that is
fully permitted and 39 percent complete, from its valuation.

* $100 million in enterprise value hidden as a result of the assumption
by Mirant that Lovett, a 441 megawatt generating unit, will be shut
down between 2007 and 2008. The assumption, as acknowledged by Mirant,
is unrealistic in light of local transmission constraints which require
Lovett's capacity for load balance.

* $84 million of enterprise value hidden as a result of Mirant's
assumption that its power marketing operation will continue to operate
at a loss of more than $30 million annually. PJSC believes the overhead
could be reduced to $25 million annually at a minimum.

The valuation hearing concluded on June 27, 2005, and a ruling by Judge Lynn is expected within the next several weeks.

Contact:

Michael Buckley/Ellen Gonda

212-333-3810

[Joe Stocks]

Status Report on Valuation Hearing

After 26 days of the valuation hearing, the evidence is finally closed (although none of the big New York firms have yet figured out which exhibits are in or out of evidence).

Closing arguments will begin at noon on Monday, June 27, 2005, in Fort Worth, with two hours per side. I encourage all interested shareholders to attend.

From my perspective as a participating trial lawyer representing shareholders, the evidence has “gone in” very well. The experts representing the Debtor and Creditors set forth their basic presentations and their rebuttal of the equity experts. The cross examination identified approximately 16 items or issues that were overlooked, mistakes in methodology, or represented newer available information, each of which should cause the valuation to rise. The equity experts then expounded each of these 16 items on both direct and cross examination, such that each of these issues has been fully and openly explored.

The Court has appeared carefully attentive, and has asked interesting questions. Therefore, while no one can predict how the Court may rule, we have presented a very strong case in favor of a much higher valuation than suggested by the Debtor and the Creditors.

For example, there clearly appears to have been a substantial rise in the pricing of natural gas, which will tend to set a higher price for power, such that Mirant will earn much higher gross margins on its coal plants. The Debtor and Creditors urge the use of outdated forecasts showing much lower natural gas pricing, which is an obvious issue that has simply undercut their credibility with the Court. The use of newer forecasts would result in at least $100-$150 million in additional bottom line cash, which should add approximately $1B to the value.

Similarly, thanks to Terry Z (aka Finenergy) we were able to demonstrate that the actual tax rate, including IRC Section 199, the Philippines tax holiday, and the state NOL, will be much lower than the 40% used in the Discounted Cash Flow projections. Mirant’s actual tax rate in 2000 was only 29%! Our efforts brought out all of this information, which results in approximately 18% more cash flow, translating into an 18% higher DCF valuation. The Court will certainly consider some of this information.

We have also successfully interjected the Till v. SCS Credit case, and have cross examined all of the experts to confirm that their “Equity Cost of Capital” is both much higher than and directly contrary to that permitted under Till.

Moreover, we have also proved that the Debtor, even under its own plan projections, has enough future free cash flow, when added to its current excess cash balances, to pay the $6 Billion of Class 4 debt on a current interest basis at the 6.5% contract rate. By 2009, the Debtor could begin to amortize and pay down this debt principal. The 16 disputed factors will merely add to the available cash flow. Therefore, this is a debtor which can, eventually, pay its creditors in full and a term-out should be explored, or at least considered for valuation purposes.

We will argue that any debtor who can afford to keep interest current, and then retire its debts, must have positive equity value. While conversion of that debt to equity may represent a safer plan of reorganization, it should not be permitted to eliminate equity, because that clearly over-pays the creditors. In this regard, we have developed record evidence confirming that the Creditors essentially want a 10% premium to their contract rate of return in order to be converted from Debt to Equity.

Please send me any suggestions or comments for closing argument. I very much appreciate all of the support and encouragement I have received from everyone. Please keep us all in your prayers for Monday.

Best regards to all the Longs.

[e-mail]

L. Matt Wilson

[Joe Stocks]

Can Calpine Generate More Cash?
By Stephen D. Simpson, CFA
May 5, 2005

Ever try running through mud or wet sand? Not really rewarding or fun, is it? Calpine managers might be able to relate to that analogy right about now. Debt and market rumors of bankruptcy are overshadowing the progress being made at the power company.

Calpine's first-quarter revenue grew 9%, helped along by a significant year-over-year improvement in the company's spark spread. Operating results were also better, as gross profit and operating margin both improved on a year-over-year basis. In fact, the company posted a 1.1% jump in operating margin and a 64% improvement in operating income.

Now for the bad news. Interest expense rose dramatically in the quarter -- up 40% to nearly $350 million. With that sharp uptick in debt expense, the company posted a net loss of nearly $169 million for the quarter -- more than double the year-ago loss. While the company posted lower cash consumption from operating activities, earnings before interest, taxes, amortization, and depreciation were also down on a year-over-year basis.

What Calpine could really use right about now is a "debt fairy." If there were some way of magically wiping away a big chunk of the $18 billion in debt, Calpine would be a completely different company. Alas, the debt fairy is just as real as the tooth fairy, so there will be no easy way out.

Although Calpine managers made no promises for the future, it sounds as if they are at least willing to consider additional asset sales if the prices are right. That makes a lot of sense. Calpine is running at less than half of capacity on a companywide basis. If there are any redundant or non-strategic assets that can be converted to cash for debt repayment, that seems like a slam dunk to me.

In the meantime, owning Calpine shares these days will probably continue to be a lot like trying to drive on ice -- nail-biting, tough, and replete with the feeling that forces beyond your control are deciding your fate. While there are signs of improvement in the broader power market, Calpine has a long row to hoe to get its balance sheet in order and put the company in a position to report net profits to its owners.

At this point, Calpine looks like what I've always called a "binary stock" -- either it's going to recover and be all right, or it's heading to zero. Calpine clearly has assets with value, management is making progress on operating efficiency, and the company isn't in imminent danger of collapse. But that debt load is huge, and the market for independent power generation can be extremely volatile.

Investors with a nose for deep value and a very high tolerance for risk might want to take a sniff, but this is absolutely not a stock that belongs in everyone's portfolio today.

[Joe Stocks]

CPN- From Yahoo
CC Reaction
by: chamois16 05/05/05 05:10 pm
Msg: 735681 of 735741

Purely my opinions an an investor, not an industry guy
No real surprises
Kelly's comments seemed inconsequential, since he seriously fuzzes up descriptive words, accounting terms, opportunities, options and projections. I even heard the 60¢ on the dollar phrase.
For example, he frequently seems to shift among the terms "cash flow," "operating cash flow,"
"EBITDA" and "adjusted EBITDA" to make various points which would otherwise come across much differently.
Which is his EBITDA projection for 2005 of $1.6B-1.7B? Which is the EBITDA for the claim that debt 5-6 times EBITDA is acceptable to lenders?
Someone name a lender who believe 5-6 times GAAP EBITDA is an acceptable level of debt.
He confirmed that HTIII will be refied with converts/equity
He acknowledged the possibility of another debt downgrade, and said a credit upgrade was now likely when debt was reduced to $15B.
He made a point of how operating O&M was now reduced to $5.15/MWH, but that was when normalized to 70% cur. At 44% CUR, it is higher, and fixed operating costs/mwh skyrocket.
Liquidity opportunities for the next year or so seemed to focus on monetizations, which usually means sale of future earnings on a NPV discounted basis.
I thought I heard at one point that after repayments of short term loans related to Saltend, balance would be used to pay down debt secured by that EC. If so, that seems a concession to Harbert.
(Hard to believe Beth Perrella's phone call was a mechanical failure (s).)

All that said, there were some favorable
numbers wrt buying time. Maybe interest is building in buyng CPN assets, but the devil is in the details. The Mitsui deals are helpful, and it is hard to believe Pastoria and Metcalf won't make money in the near years.

I moved my "material default" probability up from 40-45% to 45-50% on the basis of timelines needed for operating performance trend change and debt maturities milestones. Material default is not synonymous with either restructuring or bankruptcy, but is often a precursor. 2206 will be the real test, imho.

[Joe Stocks]

Calpine sees 2 Calif. power plants in service soon

April 27, 2005 13:44:18 (ET)


NEW YORK, April 27 (Reuters) - Calpine Corp. (CPN,Trade) is close to completing two big power plants in energy hungry California, officials at the California-based energy company said Wednesday.

Very soon, a company spokesman said, Calpine will put the first 250-megawatt phase of the 769 MW Pastoria Energy Facility in service. Pastoria is located on the Tejon Ranch just south of Bakersfield.

When the second phase enters service in June, the combined cycle station will have three General Electric Co. (GE,Trade) natural gas-fired turbines and two steam turbines. At full power, the plant will provide enough energy for more than 700,000 homes.

Also in June, the company expects to commission the 602 MW Metcalf Energy Center in one of the most energy deficient parts of California, San Jose. Metcalf consists of two gas-fired turbines and one steam turbine.

In addition, the company has another plant under construction in California in San Diego called the Otay Mesa Energy Center.

The 593 MW natural gas-fired Otay Mesa combined cycle facility will enter service by January 2008.

One megawatt powers about 1,000 homes, according to the North American average.

Calpine subsidiaries own more than 30,000 MW of generating capacity in operation or under construction and markets energy commodities in North America and the United Kingdom.

[Joe Stocks]

Link to Yahoo board.

http://finance.messages.yahoo.com/bbs?.mm=FN&action=l&board=7084033&tid=so&sid=70840...

[Joe Stocks]

Evaluation Hearing, Day One, pt 8of8
by: shallow_explorer 04/18/05 10:59 pm
Msg: 56106 of 56342

Now we move to Mr. Rosner, Phoenix’s attorney. He provides a nice complement to Mr. W. Phoenix used MIR’s #’s and attempted to adjust them to fair market value. Other analysts did not do this. BS specifically states in their evaluation that it is not an asset appraisal, nor does it provide the value if the company is sold. Mr. Ying (or Yang) in deposition said he hadn’t done a sales evaluation analysis. Underevaluation has significant detrimental effects. If company true value is $12B vs. $8B and creditors are being paid based on 80% recovery using $8B EV, then creditors actually getting a premium – 120% not 80% of their note value. Discussed 3 professors' debt for equity swab report(Hotchkiss from BC and 2 professors from Harvard). Their analysis suggests bankrupt companies where debtors get equity are undervalued 20-250% historically.

Mr. R stated that while Mr. Dahlberg may have bought stock for his grandkids, that Mirant management’s motivation is similar to senior creditors. POR provides 5% of company in options or warrants to management. Assuming $12B company this is $600M (my comment: not bad compensation for incompetence, heck with the grandkids).

With respect to bias. Mirant/debtholders experts in EVERY SINGLE case when a judgment call was required, chose the option that minimized EV. Gave examples of Mr. Coleman's incorrect EBITDA multiplier.

With respect to not using Calpine as a comp, noted that Mirant had no problem using Calpine as a comp in its 2001, 2002 and 2003 proxies. Likewise Calpine uses Mirant as a comp in their proxies.

In comparison to Mr. Coleman’s and Mr. Ying’s tendency to ALWAYS make judgement calls in favor of the senior creditor/debtor. Mr Scheket’s analysis reduced assumed EV in four out of five cases.

Okay, I’m done. I think today was the most important day. Everyone showed their cards, rest of the hearing should just provide the backup. Overall, I was very impressed by our legal team. There’s no doubt that the shareholder’s committee is prepared.

Shallow

[Joe Stocks]

Evaluation Hearing, Day One, pt 7
by: shallow_explorer 04/18/05 10:58 pm
Msg: 56105 of 56342

The roll forward issue basically concerns Mirant’s expert, Mr. Coleman’s, inability to use actual 10-K info instead of erroneous estimates. Had Mr. Coleman been diligent, and used the actual, publically available results…

MIR EV INCREASES $0.235B

Mr. Coleman said Dynegy info for 2005 not available. However, the 2005 data was clearly printed on the sheet that Mr. Coleman used to get his 2004 info. This lack of due diligence seriously effects the comparable multiplier, once fixed, it results in

MIR EV INCREASES $0.411B

Mr. Coleman was the only banker from all the committees to not add back in NRG longterm notes receiveable to their comp. By doing this….

MIR EV INCREASES $0.235B

Mr. Coleman specifically excludes Calpine, even though many believe it is the single best comp and is Mirant’s only pure merchant comp. Including Calpine in the comps…

MIR EV INCREASES $0.352B

INCREASED VALUE TO DATE: $1.23B

Mr. W then moved on improper weighted average cost of capital calculations. Since the new Mirant, when it emerges from bankruptcy, will be lean and mean (assuming new, competent management – my add), the 4.2% Blackstone risk premium in the DCF calculations for distressed companies will be irrelevant. We say premium should be 0%, Corp used 2% in their evaluation, Magi used 1%. If we compromise and use 2% premium…

MIR EV INCREASES $0.400B

With respect to the Perpetuity Growth Rate – here I’m a little confused. Suffice it to say, Mirant keeps changing the numbers to their benefit. If use their original assumptions….

MIR EV INCREASES $0.300B

INCREASED VALUE TO DATE: $1.93B

Balance Sheet Issues

Debtors planning on being underleveraged at bankruptcy exit. Exit lender have indicated willingness to lend $1.25B not $0.75B. Difference

MIR EV INCREASES $0.5B

Mirant planning on current ratio 3-4x historic or 3-4x industry comps. If use 2x historic or comps:

MIR EV INCREASES $1.0B

Moving on to Energy Consultants

Blackstone historically used NYMEX, PIRA and EIA when projecting pricing. But in business plan, rejected historic indices and “cherry picked” indices to their advantage. Using historic indices results in

MIR EV INCREASES $0.5B

Capacity pricing. Significant changes happening in NE and NY isos. These changes ignored by debtor. Include these changes

MIR EV INCREASES $0.6B

Bowline/Lovett, skipped explanation due to time but correct and

MIR EV INCREASES $0.1B

NOLs are an interesting story. Blackstone value $114-158M. NOLs depend on assumed equity value. Long discussion on Mirant’s withholding of their prelim evaluation which had >$300M NOLs. Saturday’s rec’d testimony suggests $20M in NOLs is all. Fix this

MIR EV INCREASES $0.35B

International restricted cash. Nearly $400M not evaluated. Add it in

MIR EV INCREASES $0.357B

INCREASED VALUE TO DATE: $5.337B

At this point, Mr. Silverstein – creditors’ rude counsel laughs and Mr. Lauria – debtors lead counsel makes gestures. Judge Lynn interrupts and says that neither of these events will affect the Judge.

Then discuss $1.9B in avoided claims, ie. Southern. At some discount, provides

MIR EV INCREASES $0.5-1.0B

Added in Project Falcon savings at conservative 50% of synergy

MIR EV INCREASES $0.8B

TOTAL INCREASE IN EV: $6.6B to $7.0B

[Joe Stocks]

Evaluation Hearing, Day One, pt 6
by: shallow_explorer 04/18/05 10:57 pm
Msg: 56104 of 56342

Mr. W noted that since January, Mirant has increased its estimated claims by $0.6B. This has increased the gap that the SH have to overcome from $2.5B to $3.2B. In contrast to Mirant’s $8B EV, our experts have a range of $10.5-$13.6B. SH need to bridge $3B gap +/-, how are they going to do it?

Here’s how:

1. Project “Falcon” –
a. unbeknownst to Examiner
b. unbeknownst to MAGI Committee
c. unbeknownst to SHC
d. unbeknownst to Debtor(?)
NRG made a merger proposal to the Corp. Committee. 1st proposal was in 7/2004. NRG hired as counsel the “dream team” of corporate bankruptcy attorneys. Showed that Corp seriously evaluated this offer. Outside reports were prepared in 08/2004, 09/2004, 10/2004 and there was a status report dated 01/2005. In these documents consultants agree with NRG view of synergies.

Supposed synergy value = $1.6B using Mirant’s consultant’s lower multiple evaluation. Consultants value of NRG merger = $17B minus NRG value = Mirant EV of $13B.

Mr. W wondered how/why this info was kept secret from all the parties. Stated that NRG was not the only company interested in MIRs assets. Brought up CitiCorps attempt to steal the international assets.

Mr. W then went through an item by item exposure of the Debtors/Creditors cabal. Mirant is undervaluing the estate in the following ways:

1. Evaluation Errors in their methodology
a. Roll forwards
b. Exclusion of Dynegy correction
c. Backout Longterm notes receivable
d. Correct Calpine exclusion

[Joe Stocks]

Evaluation Hearing, Day One, pt 5
by: shallow_explorer 04/18/05 10:56 pm
Msg: 56103 of 56342

Sorry so wordy...

Now it’s the shareholders committee’s turn. Mr. Weisfelner begins that equity participants firmly believe that the debtors EV, enterprise value, is high enough to provide meaningful recovery to the shareholders. Additionally, the EV is extremely sensitive to minor changes in the underlying assumptions.

While planning on a typical opening statement as he learned in school, one where you summarized your case, while saving disparaging comments with respect to the other side’s witnesses, until the closing – Mr. Weisfelner felt he couldn’t leave Mr. Kurtz? accusations w/respect to the SHC experts’ motivation for making “wildly” high estimates. First he referred to Mr. Kurtz’ worry about having to renegotiate the valuation if the SH have value. He pointed out that this would be the FIRST NEGOTIATION since the debtors had refused systematically to meet with the equity committee even once. He pointed out that the senior creditors and Mirant management are aligned and have similar self-serving motivations. He brought up the National Gypsum and K-Mart bankruptcy travesties. He said, rather than being angels, isn’t it unseemly when so called experts sell their wares to management and that by underestimating the valuation, these so called “experts” can enrich management. It was here that Judge Lynn interjected his “crystal ball” comment.

Mr. Weisfelner said Debtor in 2003 was on the verge of an out of court restructuring using the same Blackstone advisors that would have left the equity intact, but now, 2 years later after the biggest uptick in the Merchant industry in recent memory, an uptick that has added $10 Billion in market cap to the industry, Mirant is ready to decimate its shareholders. Enough on motivations, Mr. W said, lets move onto the case.

[Joe Stocks]

Evaluation Hearing, Day One, pt 4
by: shallow_explorer 04/18/05 10:56 pm
Msg: 56102 of 56342

Okay, returned from recess. Judge Lynn mentioned that Debtors, etal would get 20 more minutes. I guess someone claimed the judge had promised 1.5 hours per side. I didn’t hear this, so don’t know when/where the Judge promised an hour and a half, but that’s how it goes.

Okay, now the creditor’s attorney is up and I didn’t catch his name. Creditors did a bottom up analysis for a business check. Unlike the equity experts, the creditors experts have a broad clientele and are a recognized source of cashflow projections. Additionally, it would harm their reputation if they were to compromise their testimony in favor of the debtors. Since their experts have so many clients, they just have to use the same approach for all clientele.

Creditors cashflow forecast, while differing from company’s has very similar ultimate results to the company’s evaluation. Since both creditor and debtor analysis similar, must be right. Another(?) expert, either Mr. Ying or Mr. Yang, once again I’m at a disadvantage here, says $6.3-$7.1 Billion in value. So 3 independent analyses show equity out of the money, all with different constituents. In contrast, Equity Committee and Phoenix have “wildly” higher values and don’t even agree with each other. Phoenix even has a low case that has the equity out of the money. (Remember that Phoenix, while owning some shares, 15MM-I think, is actually a large subordinated debt holder. So while aligned with equity usually, not always).

Creditors attorney has similar problems with SHC experts. But had even more complaints…

Refered to some guy named “Mr. Parker” who both our experts, Mr. Slater and Mr. Maxwell, used as a source but would not be testifying. Insinuated that Mr. Parker was not testifying because it would be contrary to Mr. Slater’s testimony. Judge Lynn interrupted at this point and said he didn’t need to hear this kind of innuendo and that if Creditors want his testimony, they could subpoena him.

Said Phoenix expert, Mr Ru (sp?) is a chemical engineer with no financial experience and that this lack of training should make his testimony irrelevant. Claimed Professor Shekat’s (sp?) testimony was compromised since he was a “hired-gun”.

Creditors also broached the NRG merger issue. Said proposed NRG merger synergies – can’t include as NRG told to approach debtor and never did. Insinuated that NRG merger offer was not sincere – much more on this in SHC opening.

At this point MAGI attorney whined that they were worried about overevaluation since 10% of their value under the POR would be in new company stock. Stated it was important that MAGI not receive overvalued stock. Suggested that suggestions w/r to MAGI being insolvent were incorrect.

Next up, the SHC and the amazing Mr. Weisfelner.

[Joe Stocks]

Evaluation Hearing, Day One, pt 3
by: shallow_explorer 04/18/05 10:55 pm
Msg: 56101 of 56342

Meanwhile they, the debtors counsel, represented that the dreaded SHC experts were extremely biased and they had the following seven issues w/respect to the SHC experts’ business plan evaluation:

1. Energy Margins – represented that their POSSE (internal proprietary) forecasting model was historically “spot-on” when back tested verses actual data. While SHC experts’ model couldn’t back cast.

2. Capacity Pricing – SHC expert supposedly ignored NY imported electricity and thus over estimated the capacity value. Additionally accused experts of prematurely assuming plant abandonment to make remaining assets in area more valuable.

3. Commodity Pricing – actually asserted that spike in gas price is not sustainable. Stated that SHC experts “cherry picked” what prices went up (ie. gas) while ignoring increases in other commodities which would actually hurt the enterprise value.

4. Outsourcing MAEM – stated that Mirant management didn’t think outsourcing would save $$’s.

5. Challenged SHC wanting Bowline Plant construction – business judgement and who would question Mirant’s business judgement (I added this last comment).

6. Lovett plant mothball – stated no value here.

7. Working Capital – said not secreting value here and that Mirant Treasurer would show their assumptions are absolutely correct.

From the business plan, debtors attorney moved on to the evaluation metrics. Accused Mr. Maxwell, our expert, of inflating comparables value. Stated that Calpine can not be used as a comparable to Mirant, since their debt is trading at $0.70, ie. they are a distressed company. Stated that SHC overvalued nonoperating assets. With respect to the Discounted Cash Flow DCF models, debtors claimed our experts were, once again, much too optimistic.

In conclusion, the debtors, while hoping to have equity recovery, just realize it’s not possible. In fact, poor Mr. Dahlberg actually bought stock for his grandchildren, so you know he’s got to be pulling for us… and so on.

Bottomline debtors position:
Max estate value = $8.0-8.6 Billion
Claims = $11.4-11.6 Billion
Equity Out of the Money by $2.7-3.6 Billion

Here we took a 10 minute recess…

[Joe Stocks]

Re: Evaluation Hearing, Day One, pt 2
by: shallow_explorer 04/18/05 10:54 pm
Msg: 56100 of 56341

Debtors, Creditors, and MAGI (Company Reps) Opening Arguments:
They were supposed to get 1 hour and 15 minutes, but after a short recess, Judge Lynn gave the company reps some more time for a total of over an hour and a half. Most of the presentation was made by the Debtors as represented by… (okay, here’s where I was at a disadvantage being upstairs, lawyer was referred to as Mr. Kurtz, but I can’t find him on the lawyer list) Interesting that it was not Mr. Lauria nor Ms. Phelan. Also interesting what Mr. Kurtz? spent his entire 1+ hour opening statement on. He didn’t summarize the Debtors evaluation methods, he didn’t summarize their case, instead, he spent nearly 100% of his opening statement disparaging the shareholders committee’s experts and their supposed willingness to be shills for the shareholders committee.

In the opening of his opening, he stated that the debtors represented all classes of owners, including the shareholders. That the debtors had brought about $255M in savings to the stakeholders benefit through employee layoffs, etc. That indeed the debtors have fought claims against the estate. And that by filing their POR which provides for a timely emergence from bankruptcy, that the debtors would be able access the capital markets during a presently favorable window of opportunity, that may close if the bankruptcy drags on. Mr. Kurtz? went onto to worry that if the debtor emerges from bankruptcy with too much debt (ie. too much value given to the estate) that they will have a hard time going forward and could end up back in bankruptcy court. Judge Lynn interrupted and asked Mr. Kurtz? if there was more value, shouldn’t it go to the shareholders? Mr. Kurtz? continued that valuing a company as large as Mirant was more of an art instead of science (Judge Lynn would later comment during the SHC opening that he felt that valuation was more like using a crystal ball). Debtors main argument was that they are the only unbiased participants, since they are representing all parties fairly. He stated that the company experts were better qualified than the equity consultants. They hammered on our experts’ incentive fee for shareholder recovery. He stated that company plan was “appropriately aggressive” and not conservative.

[Joe Stocks]

Evaluation Hearing, Day One, pt 1(From Yahoo)
by: shallow_explorer 04/18/05 10:53 pm
Msg: 56099 of 56341

Disclosure:
I own Mirant stock. Because of this, I have a natural bias in favor of the shareholders. While I will not purposely taint my notes in favor of the SH’s, I am a shareholder and preferred stock holder. I am not Mirant management (thank God) nor a senior bondholder. Also, for this first day, I was not in the courtroom on the first floor, but in the jury room on the 3rd floor listening telephonically. Actually, I had better seats (comfortwise), better view, better snacks -- but no visual aids. Use the following information at your own risk.

Day Summary:
10am Shareholders began mingling in preparation of press conference.
11am+ Press conference in the little park across from courthouse.
1pm begin hearing
Spent 45 minutes on pre-hearing arguments regarding debtors recent testimony
Spent 1.5 hours+ on debtors, creditors, MAGI opening remarks
Spent 1.5 hours- on shareholder’s committee and Phoenix opening remarks

My (Brief) Impressions of the Press Conference:
This was a good thing. There wasn’t an overabundance of shareholders, approximately 40. There wasn’t an overabundance of reporters, I met two and am guessing there wasn’t more than 3-4. That being said, approximately 6-7 shareholders articulated different aspects of our case and I think, as the recent articles suggest, word is starting to get out. Interesting aside – someone who represented themselves as one of the Southern company attorneys hung out at the back press conference. Always good to have a spy involved…

Pre-Valuation Hearing Arguments:
Debtors delivered 170 pages of documents to our attorneys on Saturday am. In these documents they offered testimony that basically eliminated the NOLs, changed the forward company multipliers and adjusted the Blackstone report pricing sensitivities. Lots of back and forth between lawyers saying “they’re not playing fair”, etc. Judge Lynn commented that he was not happy with the lawyers’ ability to work with each other. Also commented, as I mentioned previously, that debtors changing testimony at the last minute shoots themselves in the foot, and that they lose credibility with late changes.

Later in the same arguments, Judge Lynn commented that all the lawyers were very close to having to provide an essay on ethics. He said these essays couldn’t be prepared by the top gun’s minions (my wording) and that it would really make for a nice seminar. Additionally the Judge commented that it appeared that some of the lawyers hadn’t opened their ethics textbooks recently.

Our lawyers wanted the recent testimony excluded. Debtors attorney argued at least they had turned over the info, and that they were still waiting on info from the SH attorneys (this turns out to be confidential info that the SH attorneys don’t have access too, but why should the debtors attorneys muddle the discussions with facts.)

Results: split decision.
Judge said not new reports but updates to old reports okay.

[Joe Stocks]

Shareholders Demand Fairness in Mirant Bankruptcy Hearing
PR Newswire - April 18, 2005 12:30
Shareholders' Rights Group Rallies at Fort Worth Federal Courthouse Before Bankruptcy Hearing


FORT WORTH, Texas, April 18, 2005 /PRNewswire via COMTEX/ -- Today, members of the Mirant Shareholders' Rights Group LLC, representing investors who are at risk of losing life savings and retirement funds as a result of Mirant Corp.'s (OTC Pink Sheets: MIRKQ) bankruptcy filing, rallied in front of the U.S. Bankruptcy Court in Fort Worth, Texas to demand fairness in the Mirant bankruptcy. Many shareholders traveled from around the United States to attend the event.

The rally coincided with the beginning of a valuation hearing before the Honorable Judge D. Michael Lynn. Throughout the course of the hearing, holders of Mirant equity will argue that Mirant is deliberately attempting to undervalue the company in order to enrich the management team and the company's largest creditors. Shareholders believe that these actions are a flagrant abuse of the bankruptcy process.

"Mirant's reorganization plan leaves shareholders, like me, who lost their investment, out in the cold," says Mirant shareholder Al Kroemer. "This is like a bank stealing your house, then selling it for half its value to a friendly 'competitor' who then resells it in the broader market for its real value and splits the profits with the bank. The rightful owners end up with nothing!"

For Sam and Barbara McBride, their Mirant shares represent almost 100% of their retirement savings and personal savings. "Under the terms of the proposed plan, I lose all my savings and see no possibility of retirement," said Sam McBride. "When Mirant emerges from bankruptcy and the shares trade at a decent level again, it is only right that the current shareholders own a portion of the shares so that those of us who believed in the company are not the ones who lose the most."

The company's proposed reorganization plan has drawn objections from shareholders, bondholders, creditors and regulators, including the U.S. Securities and Exchange Commission, which said in its objection to the plan that Mirant improperly provided releases to present and former executives and directors "to the detriment of public investors."

"It seems outrageous to me that the management team that took what had been described as a 'healthy company' into bankruptcy is still in power and poised to reap a windfall by designing a bankruptcy sleight of hand," said Paul Syiek, a spokesperson for the Shareholders' Rights Group.

Mirant, an Atlanta-based power company, filed the 11th-largest bankruptcy of all time on July 14, 2003. With assets almost double the liabilities at the time of Mirant's surprising and controversial bankruptcy filing, stakeholders were almost assured recovery. Inexplicably, the proposed plan makes only long-term bondholders whole, offers varying amounts of stock to other bondholders and creditors, but gives nothing to Mirant's stockholders.

For more information, please contact David Bear (317.997.9300) or Elisabeth Rutledge (214.697.9414).

[Joe Stocks]

UPDATE 1-Mirant settles Calif price manipulation case
Wed Apr 13, 2005 11:53 AM ET
(adds quote, background)
WASHINGTON, April 13 (Reuters) - The Federal Energy Regulatory Commission on Wednesday approved a Mirant Corp. (MIRKQ.PK: Quote, Profile, Research) settlement, valued at nearly $500 million, to resolve allegations that the bankrupt energy firm manipulated prices during the 2000-01 California energy crisis.

The agreement requires Mirant to sign over to California's attorney general, state energy boards and the state's three investor-owned utilities about $283 million that Mirant is owed in unpaid power bills from the crisis. The company must also turn over about $37 million for sales to the state's now-defunct Power Exchange, FERC said.

The so-called global settlement also means that Mirant will support California parties' unsecured claim of $175 million in bankruptcy proceedings, which will be overseen by a judge, the agency said.

Atlanta-based Mirant filed for bankruptcy protection in July 2003 during an industry downturn sparked by the collapse of Enron Corp. in late 2001.

"This settlement will benefit customers and end the lingering uncertainty in Western energy markets," said FERC Chairman Pat Wood.

A spokesman for Mirant was not immediately available for comment.

FERC staff found "massive manipulation" by dozens of energy companies, including now-bankrupt Enron Corp, that spurred blackouts and bankruptcy of California's biggest utility during the energy crisis. A FERC administrative law judge has recommended that energy companies refund about $3 billion to California, an amount far less than the state's demand for $8.9 billion.

FERC commissioners have yet to approve the agency judge's recommendation.

[Joe Stocks]

Mirant Shareholder Asks Texas Court to Set Precedent That Could Lead to Corporate Bankruptcy Reform
Wednesday April 13, 2:49 pm ET
- Proposal Calls for Valuation Procedures to Protect Shareholder Interests


FORT WORTH, Texas, April 13 /PRNewswire/ -- Michael Sammons, a Mirant shareholder and member of the Shareholder Rights Group, Mirant Bankruptcy, filed a motion yesterday proposing a valuation method that would allow the judge presiding over Mirant Corp.'s (OTC Pink Sheets: MIRKQ - News) Chapter 11 case to provide a "market-based" value for the existing equity holders rather than risking an arbitrary assignment of no value to Mirant and its valuable businesses. This proposal would remove any possibility of a Mirant valuation error comparable to the billions of dollars of junior debt and equity that was wiped out in the National Gypsum and Kmart bankruptcies.
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Under this plan, stock market performance of Mirant's new stock within a reasonable period of time following confirmation would form the basis for a retroactive valuation of Mirant. Sammons' approach will guarantee the fairest possible value distribution to all of Mirant's creditors and allow the company to exit bankruptcy more quickly than it would otherwise.

Should Mirant be permitted to move forward with its proposed reorganization plan, it would be the third time in recent years shareholders of a bankrupt company were wrongfully denied recovery. In both the National Gypsum and Kmart cases, shareholders received no recovery while more senior creditors benefited from a run up in the price of newly issued shares when the market recognized value not accounted for in the companies' respective bankruptcy plans.

In the National Gypsum case, the error was so apparent that the new stock traded at 300 percent of the judge's valuation virtually overnight -- the cost to lower creditor classes was in excess of $600 million.

In the Kmart case, which involved more difficult to recognize hidden asset values (leaseholds), the stock market took several months to analyze and properly value newly issued Kmart stock. However, within 12 months the value placed on Kmart by the stock market reflected a valuation error by the court dwarfing National Gypsum -- ultimately junior creditors and common shareholders lost a staggering $5 billion.

"Some creditors will be very disappointed they may only receive 110-120 percent of what they are owned, rather than the anticipated windfall comparable to that reaped by the vulture creditors in the National Gypsum and Kmart cases," Sammons said. "We're hoping Judge Lynn will protect Mirant's 200,000 shareholders -- many with stock in retirement accounts and their children's education funds -- from having billions of dollars wrongfully taken from shareholders in order to enrich large banks and hedge funds."

Sammons added, "If Judge Lynn moves forward with this approach, bankruptcy courts will never again risk unfairly destroying the financial lives and futures of thousands of individual investors in Chapter 11 bankruptcies where valuation is contested."

The most difficult area of Mirant's bankruptcy, and most other Chapter 11 bankruptcies with competing classes, is enterprise valuation. In such cases, the presiding judge is typically faced with a debtor that has long since abrogated any fiduciary responsibility to shareholders and is intent instead on lowering asset values and income projections to secure management careers and future performance bonuses.

Such cases also typically involve creditors seeking windfalls of hundreds of millions of dollars that employ their own experts to enthusiastically support the debtor's dismal asset values and income projections. As a result, huge valuation errors by the court, the result of deliberately misleading and biased financial projections by the debtor and creditors with self-serving agendas, are almost unavoidable.

"Despite Judge Lynn's best efforts, it will be virtually impossible to predict how the stock market will value Mirant's new stock following confirmation of a bankruptcy plan," Sammons said. "My plan presents a guarantee that value will be distributed among creditors by the ultimate appraiser, the stock market. Rarely does the price of justice come at such a bargain price."

Though Sammons anticipates that certain creditor groups might object to waiting an average of 3.7 months for full payment in cash or stock following plan confirmation, he argues the debtor's enhanced ability to reach a consensual plan of reorganization will ultimately result in creditors receiving payment more quickly than they would under the current system. His research indicates that Mirant may remain in bankruptcy for at least another 20 months without a consensual POR given the size and complexity of the bankruptcy.

Sammons, an attorney and CPA, owns more than 300,000 shares of Mirant common stock. He retired several years ago from his position as an investment banker after having worked for Merrill Lynch, Stephens Inc., and First Southwest Company.

A copy of Sammons' motion can be obtained at (http://pacer.psc.uscourts.gov/ [case #: 03-46590, docket #: 9203]). The motion illustrates how Sammons' proposal can be applied in Mirant's bankruptcy case.

[Joe Stocks]

CPN- CPN- New 20 year contract. CPN gets 50%ownership buy using some turbines that they already have in inventory. Plus they will operate and receive management fees after it opens. CPN- I still think there is a 'pony' in here somewhere!

Calpine and Mitsui Partnership Awarded Ontario Contract for New 1,005-Megawatt Greenfield Energy Centre
Wednesday April 13, 10:20 am ET
- New Plant to Provide Needed Supply of Electricity to Growing Ontario Power MarketCalpine to Utilize Four Existing Turbines for the Project


SAN JOSE, Calif., April 13 /PRNewswire-FirstCall/ -- Calpine Corporation (NYSE: CPN - News) and Mitsui & Co., Ltd. (Mitsui) have jointly entered into a 20-year Clean Energy Supply Contract (Clean Energy Contract) with the Ontario Power Authority (OPA) to provide clean energy from a new 1,005-megawatt natural gas-fired power plant. The plant, called the Greenfield Energy Centre, will be located in Courtright, St. Clair Township, near Sarnia, Ontario. The project will be owned by Greenfield Energy Centre, L.P., a partnership between Calpine and Mitsui, and will use modern, combined-cycle technology.

The Clean Energy Contract was awarded to Calpine/Mitsui through the Ontario Ministry of Energy's recent open and competitive request for proposals for 2,500 megawatts of new, clean energy. This new energy centre supports the provincial government's efforts to replace older coal-fired plants with clean, efficient gas-fired generation that will minimize greenhouse gas and other emissions. Energy and capacity from the Greenfield Energy Centre will be delivered to the Independent Electricity System Operator of Ontario with the contract guaranteed by the OPA.

"We are very excited to be awarded this contract and to have this opportunity to deliver essential electricity to the Province of Ontario in a clean and cost-competitive manner," said Calpine chairman, president and chief executive officer, Peter Cartwright. "Calpine looks forward to being part of the community in the Courtright area and to being a part of Ontario's long-term energy solution."

Fueled by natural gas, the Greenfield Energy Centre will include three combustion turbines and one steam turbine. The facility will deliver electricity directly to Ontario's transmission grid, at a time when the province is in great need of additional clean generating resources to meet its rapidly growing electricity requirements. The Greenfield Energy Centre will be highly fuel-efficient, which, along with its modern emission-control technology, will result in low emissions-intensity and assist the province in meeting its clean air objectives.

Under the terms of the 20-year Clean Energy Contract, the OPA will guarantee revenue equivalent to a fixed monthly payment plus a payment for variable operations and maintenance costs based on actual electricity generation. The OPA is a newly established organization responsible for ensuring adequate, long-term supply of electricity to Ontario.

Calpine and Mitsui are each 50% partners in the project. Calpine's equity in the project will be in the form of equipment. Calpine will supply the three combustion turbines and one steam turbine for the project from its existing pool of equipment. The Calpine/Mitsui partnership expects to use non-recourse project debt to finance the construction costs for the $500 million project. Calpine will construct, operate, and maintain the facility. Mitsui is a leading trading firm, providing a full range of trade and industrial development services.

Construction of the Greenfield Energy Centre is expected to begin in December 2005, after the completion of on-going environmental studies and permitting and other required approvals. The contracted commercial operation date of the facility is February 2008. It is currently anticipated that the project will create up to 800 jobs during the construction period, and approximately 25-30 full-time permanent jobs during facility operations.

A major power company, Calpine Corporation supplies customers and communities with electricity from clean, efficient, natural gas-fired and geothermal power plants. Calpine owns, leases and operates integrated systems of plants in 21 U.S. states, three Canadian provinces and the United Kingdom. Its customized products and services include wholesale and retail electricity, natural gas, gas tu