UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Calpine Corporation
(Name of Issuer)
Common Shares, par value $0.001 per share
(Title of Class of Securities)
131347304
(CUSIP Number)
James J. Moloney
Gibson, Dunn & Crutcher LLP
3161 Michelson Drive
Irvine, CA 92612
(949) 451-4343
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 16, 2013
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
13D/A
CUSIP No. 131347304 | Page 2 of 15 Pages |
1 |
Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
LUMINUS MANAGEMENT, LLC | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
43,097,851 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
43,097,851 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
43,097,851 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.5%* | |||||
14 | Type of reporting person (see instructions)
IA |
* | Based on 455,457,460 shares of common stock outstanding as of March 12, 2013 reported in the Schedule 14A filed by the Issuer with the Securities and Exchange Commission on March 25, 2013. |
13D/A
CUSIP No. 131347304 | Page 3 of 15 Pages |
1 |
Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
LUMINUS ENERGY PARTNERS MASTER FUND, LTD. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
43,097,851 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
43,097,851 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
43,097,851 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.5%* | |||||
14 | Type of reporting person (see instructions)
OO |
* | Based on 455,457,460 shares of common stock outstanding as of March 12, 2013 reported in the Schedule 14A filed by the Issuer with the Securities and Exchange Commission on March 25, 2013. |
13D/A
CUSIP No. 131347304 | Page 4 of 15 Pages |
1 |
Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
LS POWER PARTNERS, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
43,097,851 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
43,097,851 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
43,097,851 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.5%* | |||||
14 | Type of reporting person (see instructions)
PN |
* | Based on 455,457,460 shares of common stock outstanding as of March 12, 2013 reported in the Schedule 14A filed by the Issuer with the Securities and Exchange Commission on March 25, 2013. |
13D/A
CUSIP No. 131347304 | Page 5 of 15 Pages |
1 |
Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
LSP CAL HOLDINGS I, LLC | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
43,097,851 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
43,097,851 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
43,097,851 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.5%* | |||||
14 | Type of reporting person (see instructions)
OO |
* | Based on 455,457,460 shares of common stock outstanding as of March 12, 2013 reported in the Schedule 14A filed by the Issuer with the Securities and Exchange Commission on March 25, 2013. |
13D/A
CUSIP No. 131347304 | Page 6 of 15 Pages |
1 |
Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
LS POWER PARTNERS II, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
43,097,851 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
43,097,851 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
43,097,851 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.5%* | |||||
14 | Type of reporting person (see instructions)
PN |
* | Based on 455,457,460 shares of common stock outstanding as of March 12, 2013 reported in the Schedule 14A filed by the Issuer with the Securities and Exchange Commission on March 25, 2013. |
13D/A
CUSIP No. 131347304 | Page 7 of 15 Pages |
1 |
Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
LSP CAL HOLDINGS II, LLC | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
43,097,851 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
43,097,851 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
43,097,851 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.5%* | |||||
14 | Type of reporting person (see instructions)
OO |
* | Based on 455,457,460 shares of common stock outstanding as of March 12, 2013 reported in the Schedule 14A filed by the Issuer with the Securities and Exchange Commission on March 25, 2013. |
13D/A
CUSIP No. 131347304 | Page 8 of 15 Pages |
1 |
Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
VEGA ENERGY GP, LLC | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
43,097,851 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
43,097,851 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
43,097,851 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.5%* | |||||
14 | Type of reporting person (see instructions)
OO |
* | Based on 455,457,460 shares of common stock outstanding as of March 12, 2013 reported in the Schedule 14A filed by the Issuer with the Securities and Exchange Commission on March 25, 2013. |
13D/A
CUSIP No. 131347304 | Page 9 of 15 Pages |
1 |
Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
VEGA ASSET PARTNERS, LP (formerly known as LUMINUS ASSET PARTNERS, LP) | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
43,097,851 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
43,097,851 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
43,097,851 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.5%* | |||||
14 | Type of reporting person (see instructions)
PN |
* | Based on 455,457,460 shares of common stock outstanding as of March 12, 2013 reported in the Schedule 14A filed by the Issuer with the Securities and Exchange Commission on March 25, 2013. |
13D/A
CUSIP No. 131347304 | Page 10 of 15 Pages |
1 |
Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
FARRINGTON MANAGEMENT, LLC | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
43,097,851 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
43,097,851 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
43,097,851 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.5%* | |||||
14 | Type of reporting person (see instructions)
OO |
* | Based on 455,457,460 shares of common stock outstanding as of March 12, 2013 reported in the Schedule 14A filed by the Issuer with the Securities and Exchange Commission on March 25, 2013. |
13D/A
CUSIP No. 131347304 | Page 11 of 15 Pages |
1 |
Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
FARRINGTON CAPITAL, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
43,097,851 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
43,097,851 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
43,097,851 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.5%* | |||||
14 | Type of reporting person (see instructions)
PN |
* | Based on 455,457,460 shares of common stock outstanding as of March 12, 2013 reported in the Schedule 14A filed by the Issuer with the Securities and Exchange Commission on March 25, 2013. |
13D/A
CUSIP No. 131347304 | Page 12 of 15 Pages |
This Amendment No. 6 (this Amendment) amends and supplements the Schedule 13D filed on February 11, 2008 (the Original Filing) by the Reporting Persons relating to the Common Stock, par value $0.001 per share (Shares) of Calpine Corporation, a Delaware corporation (the Issuer). Information reported in the Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment or Amendment Numbers 1, 2, 3, 4 or 5. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Original Filing.
Item 4. Purpose of Transaction.
Item 4 of the Original Filing, as amended, is hereby amended and supplemented to add the following paragraph at the end thereof:
The Reporting Persons have sold Shares in order to better align the size of their investment in the Issuer within their portfolio of investments. From time to time, the Reporting Persons may make additional purchases or sales of the Shares.
Item 5. Interest in Securities of the Issuer.
Items 5(a), (b) and (c) of the Original Filing are hereby amended by adding the following at the end thereof:
(a) As of April 16, 2013, LSP Cal I is the record owner of 15,460,255 Shares, representing approximately 3.4% of the outstanding Shares. Luminus Energy Fund is the record owner of 5,800,640 Shares, representing approximately 1.3 % of the outstanding Shares. Farrington is the record owner of 116,350 Shares, representing approximately ..03% of the outstanding Shares. LSP Cal II is the record owner of 20,018,356 Shares, representing approximately 4.4% of the outstanding Shares. Vega Asset Partners is the record owner of 1,702,250 Shares, representing approximately 0.4% of the outstanding Shares.
(b) |
Reporting Persons |
Number of Shares With Sole Voting and Dispositive Power |
Number of Shares With Shared Voting and Dispositive Power |
Aggregate Number of Shares Beneficially Owned |
Percentage of Class Beneficially Owned * |
||||||||||||
Luminus Management, LLC |
0 | 43,097,851 | 43,097,851 | 9.5 | % | |||||||||||
Luminus Energy Partners Master Fund, Ltd. |
0 | 43,097,851 | 43,097,851 | 9.5 | % | |||||||||||
LS Power Partners, L.P. |
0 | 43,097,851 | 43,097,851 | 9.5 | % | |||||||||||
LSP Cal Holdings I, LLC |
0 | 43,097,851 | 43,097,851 | 9.5 | % | |||||||||||
LS Power Partners II, L.P. |
0 | 43,097,851 | 43,097,851 | 9.5 | % | |||||||||||
LSP Cal Holdings II, LLC |
0 | 43,097,851 | 43,097,851 | 9.5 | % | |||||||||||
Vega Energy GP, LLC |
0 | 43,097,851 | 43,097,851 | 9.5 | % | |||||||||||
Vega Asset Partners LP |
0 | 43,097,851 | 43,097,851 | 9.5 | % | |||||||||||
Farrington Management, LLC |
0 | 43,097,851 | 43,097,851 | 9.5 | % | |||||||||||
Farrington Capital, LP |
0 | 43,097,851 | 43,097,851 | 9.5 | % |
* | Based on 455,457,460 shares of common stock outstanding as of March 12, 2013 reported in the Schedule 14A filed by the Issuer with the Securities and Exchange Commission on March 25, 2013. |
13D/A
CUSIP No. 131347304 | Page 13 of 15 Pages |
(c)
PARTY EFFECTING TRANSACTION |
DATE | BUY / SELL | QUANTITY | AVERAGE PRICE ($) |
CURRENCY | |||||||||||
Luminus Energy Partners Master Fund, Ltd. |
4/16/2013 | SELL | 1,250,000 | 20.96 | USD | |||||||||||
LSP Cal Holdings I, LLC |
4/16/2013 | SELL | 10,000,000 | 20.96 | USD | |||||||||||
Vega Asset Partners, LP |
4/16/2013 | SELL | 200,000 | 20.96 | USD |
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
In connection with the transactions reported herein, the Reporting Persons have agreed to not sell additional shares of the Issuer for 45 days from April 16, 2013.
Item 7. Material To Be Filed As Exhibits.
Item 7 of the Original Filing, as amended, is hereby amended by adding the following at the end thereof:
Exhibit |
Description | |
7.1 | Amended and Restated Joint Filing Agreement, dated August 22, 2011 (previously filed). |
13D/A
CUSIP No. 131347304 | Page 14 of 15 Pages |
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 18, 2013
Luminus Management, LLC | ||||
By: | /s/ Jonathan Barrett | |||
Name: | Jonathan Barrett | |||
Title: | President | |||
Luminus Energy Partners Master Fund, Ltd. | ||||
By: | Luminus Management, LLC | |||
Its: | Investment Manager | |||
By: | /s/ Jonathan Barrett | |||
Name: | Jonathan Barrett | |||
Title: | President | |||
LS Power Partners, L.P. | ||||
By: | /s/ Darpan Kapadia | |||
Name: | Darpan Kapadia | |||
Title: | Managing Director | |||
LSP Cal Holdings I, LLC | ||||
By: | /s/ Darpan Kapadia | |||
Name: | Darpan Kapadia | |||
Title: | Managing Director | |||
LS Power Partners II, L.P. | ||||
By: | /s/ Darpan Kapadia | |||
Name: | Darpan Kapadia | |||
Title: | Managing Director |
13D/A
CUSIP No. 131347304 | Page 15 of 15 Pages |
LSP Cal Holdings II, LLC | ||||
By: | /s/ Darpan Kapadia | |||
Name: | Darpan Kapadia | |||
Title: | Executive Vice President | |||
Vega Energy GP, LLC | ||||
By: | /s/ Paul Segal | |||
Name: | Paul Segal | |||
Title: | President | |||
Vega Asset Partners, LP | ||||
By: | Vega Energy GP, LLC | |||
Its: | General Partner | |||
By: | /s/ Paul Segal | |||
Name: | Paul Segal | |||
Title: | President | |||
Farrington Management, LLC | ||||
By: | /s/ Mikhail Segal | |||
Name: | Mikhail Segal | |||
Title: | Vice President | |||
Farrington Capital, LP | ||||
By: | Farrington Management, LLC | |||
Its: | General Partner | |||
By: | /s/ Mikhail Segal | |||
Name: | Mikhail Segal | |||
Title: | Vice President |