
2.	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 nameplate capacity of 1,050 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 significant goodwill as a result of this acquisition. The pro forma incremental impact of Guadalupe Energy Center on our results of operations for the three months ended March 31, 2014 and 2013 is not material.

Sale of Six Southeast Power Plants

On April 17, 2014, we entered into a purchase and sale agreement, through our indirect wholly-owned subsidiaries, Calpine Project Holdings, Inc. and Calgen Expansion Company, LLC, to sell six of our power plants in the Southeast segment. The purchase and sale agreement allows for 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 purchase price of approximately $1.57 billion in cash, subject to working capital and other adjustments. The divestiture of these power plants will better align our asset base with our strategic focus on competitive wholesale markets. We expect to record a gain on sale of assets, net between approximately $725 million and $775 million depending upon the timing of closing which is targeted during the second quarter of 2014, subject to regulatory approvals. We expect to use existing federal and state NOLs to almost entirely offset the projected taxable gains from the sale.

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



Plant Name	Plant Capacity		Location
Oneta Energy Center	1,134	MW	Broken Arrow, 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

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(1)	Indicates combined-cycle cogeneration power plant.