UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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 17, 2014
(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 18 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
41,198,982 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
41,198,982 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
41,198,982 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.7%* | |||||
14 | Type of reporting person (see instructions)
IA |
* | Based on 423,239,734 shares of common stock outstanding as of March 18, 2014 reported in the Schedule 14A filed by the Issuer with the Securities and Exchange Commission on April 1, 2014. |
13D/A
CUSIP No. 131347304 | Page 3 of 18 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
41,198,982 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
41,198,982 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
41,198,982 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.7%* | |||||
14 | Type of reporting person (see instructions)
OO |
* | Based on 423,239,734 shares of common stock outstanding as of March 18, 2014 reported in the Schedule 14A filed by the Issuer with the Securities and Exchange Commission on April 1, 2014. |
13D/A
CUSIP No. 131347304 | Page 4 of 18 Pages |
1 | Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
LUMINUS SPECIAL OPPORTUNITIES I ONSHORE, 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
41,198,982 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
41,198,982 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
41,198,982 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.7%* | |||||
14 | Type of reporting person (see instructions)
PN |
* | Based on 423,239,734 shares of common stock outstanding as of March 18, 2014 reported in the Schedule 14A filed by the Issuer with the Securities and Exchange Commission on April 1, 2014. |
13D/A
CUSIP No. 131347304 | Page 5 of 18 Pages |
1 | Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
LUMINUS SPECIAL OPPORTUNITIES I PIE MASTER, 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
CAYMAN ISLANDS | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
41,198,982 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
41,198,982 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
41,198,982 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.7%* | |||||
14 | Type of reporting person (see instructions)
PN |
* | Based on 423,239,734 shares of common stock outstanding as of March 18, 2014 reported in the Schedule 14A filed by the Issuer with the Securities and Exchange Commission on April 1, 2014. |
13D/A
CUSIP No. 131347304 | Page 6 of 18 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
41,198,982 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
41,198,982 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
41,198,982 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.7%* | |||||
14 | Type of reporting person (see instructions)
PN |
* | Based on 423,239,734 shares of common stock outstanding as of March 18, 2014 reported in the Schedule 14A filed by the Issuer with the Securities and Exchange Commission on April 1, 2014. |
13D/A
CUSIP No. 131347304 | Page 7 of 18 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
41,198,982 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
41,198,982 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
41,198,982 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.7%* | |||||
14 | Type of reporting person (see instructions)
OO |
* | Based on 423,239,734 shares of common stock outstanding as of March 18, 2014 reported in the Schedule 14A filed by the Issuer with the Securities and Exchange Commission on April 1, 2014. |
13D/A
CUSIP No. 131347304 | Page 8 of 18 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
41,198,982 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
41,198,982 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
41,198,982 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.7%* | |||||
14 | Type of reporting person (see instructions)
PN |
* | Based on 423,239,734 shares of common stock outstanding as of March 18, 2014 reported in the Schedule 14A filed by the Issuer with the Securities and Exchange Commission on April 1, 2014. |
13D/A
CUSIP No. 131347304 | Page 9 of 18 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
41,198,982 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
41,198,982 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
41,198,982 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.7%* | |||||
14 | Type of reporting person (see instructions)
OO |
* | Based on 423,239,734 shares of common stock outstanding as of March 18, 2014 reported in the Schedule 14A filed by the Issuer with the Securities and Exchange Commission on April 1, 2014. |
13D/A
CUSIP No. 131347304 | Page 10 of 18 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
41,198,982 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
41,198,982 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
41,198,982 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.7%* | |||||
14 | Type of reporting person (see instructions)
OO |
* | Based on 423,239,734 shares of common stock outstanding as of March 18, 2014 reported in the Schedule 14A filed by the Issuer with the Securities and Exchange Commission on April 1, 2014. |
13D/A
CUSIP No. 131347304 | Page 11 of 18 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
41,198,982 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
41,198,982 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
41,198,982 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.7%* | |||||
14 | Type of reporting person (see instructions)
PN |
* | Based on 423,239,734 shares of common stock outstanding as of March 18, 2014 reported in the Schedule 14A filed by the Issuer with the Securities and Exchange Commission on April 1, 2014. |
13D/A
CUSIP No. 131347304 | Page 12 of 18 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
41,198,982 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
41,198,982 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
41,198,982 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.7%* | |||||
14 | Type of reporting person (see instructions)
OO |
* | Based on 423,239,734 shares of common stock outstanding as of March 18, 2014 reported in the Schedule 14A filed by the Issuer with the Securities and Exchange Commission on April 1, 2014. |
13D/A
CUSIP No. 131347304 | Page 13 of 18 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
41,198,982 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
41,198,982 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
41,198,982 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.7%* | |||||
14 | Type of reporting person (see instructions)
PN |
* | Based on 423,239,734 shares of common stock outstanding as of March 18, 2014 reported in the Schedule 14A filed by the Issuer with the Securities and Exchange Commission on April 1, 2014. |
13D/A
CUSIP No. 131347304 | Page 14 of 18 Pages |
This Amendment No. 7 (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, 5 or 6. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Original Filing.
Item 2. Identity and Background.
Item 2 of the Original Filing, as amended, is hereby amended and supplemented to add the following paragraphs at the end thereof:
This Schedule 13D is being filed by Luminus Management, LLC (Luminus Management), LSP Cal Holdings I, LLC (LSP Cal I), LSP Cal Holdings II, LLC (LSP Cal II), LS Power Partners, L.P. (Partners I), LS Power Partners II, L.P. (Partners II), Luminus Energy Partners Master Fund, Ltd. (Luminus Energy Fund), Vega Energy GP, LLC (Vega Energy), Vega Asset Partners, L.P. (Vega Asset Partners), Farrington Capital, L.P. (Farrington), Farrington Management, LLC (Farrington Management), Luminus Special Opportunities I Onshore, L.P. (Luminus I Onshore) and Luminus Special Opportunities I PIE Master, L.P. (Luminus I PIE Master), pursuant to their agreement to the joint filing of this Schedule 13D (the Second Amended and Restated Joint Filing Agreement, attached hereto as Exhibit 7.1).
LSP Cal I, LSP Cal II, Partners I, Partners II, Farrington and Farrington Management are together referred to herein as the LS Power Entities, and Luminus Management, Luminus Energy Fund, Luminus I Onshore and Luminus I PIE Master are together referred to herein as the Luminus Entities. The LS Power Entities, the Luminus Entities, Vega Energy, and Vega Asset Partners are together referred to herein as the Reporting Persons, and each of them are individually referred to herein as a Reporting Person.
Luminus Management is the manager of Luminus I Onshore. Luminus I Onshore is the record owner of 419,466 Shares. Due to its relationship with Luminus I Onshore, Luminus Management may be deemed to have shared voting and investment power with respect to the Shares beneficially owned by Luminus I Onshore. As such, Luminus Management may be deemed to have shared beneficial ownership of the Shares of which Luminus I Onshore is the owner. Luminus Management, however, disclaims beneficial ownership of such Shares.
Luminus Management is the manager of Luminus I PIE Master. Luminus I PIE Master is the record owner of 709,082 Shares. Due to its relationship with Luminus I PIE Master, Luminus Management may be deemed to have shared voting and investment power with respect to the Shares beneficially owned by Luminus I PIE Master. As such, Luminus Management may be deemed to have shared beneficial ownership of the Shares of which Luminus I PIE Master is the owner. Luminus Management, however, disclaims beneficial ownership of such Shares.
Jonathan Barrett directly (whether through ownership interest or position) may be deemed to control the Luminus Entities and have shared voting and investment power with respect to the Shares owned by Luminus Energy Fund, Luminus I Onshore, and Luminus I PIE Master. As such, Mr. Barrett may be deemed to have shared beneficial ownership of the Shares owned by Luminus Energy Fund, Luminus I Onshore, and Luminus I PIE Master. Mr. Barrett, however, disclaims beneficial ownership of such Shares. Mr. Barretts current principal occupation is president and manager of Luminus Management.
13D/A
CUSIP No. 131347304 | Page 15 of 18 Pages |
Item 5. Interest in Securities of the Issuer.
Items 5(a) and (b) of the Original Filing are hereby amended by adding the following at the end thereof:
(a) As of April 22, 2014, LSP Cal I is the record owner of 13,213,372 Shares, representing approximately 3.1% of the outstanding Shares. Luminus Energy Fund is the record owner of 5,020,106 Shares, representing approximately 1.2% of the outstanding Shares. Luminus I Onshore is the record owner of 419,466 Shares, representing approximately .1% of the outstanding Shares. Luminus I PIE Master is the record owner of 709,082 Shares, representing approximately .17% 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 4.7% 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 | 41,198,982 | 41,198,982 | 9.7 | % | |||||||||||
Luminus Energy Partners Master Fund, Ltd. |
0 | 41,198,982 | 41,198,982 | 9.7 | % | |||||||||||
Luminus Special Opportunities I Onshore, L.P. |
0 | 41,198,982 | 41,198,982 | 9.7 | % | |||||||||||
Luminus Special Opportunities I PIE Master, L.P. |
0 | 41,198,982 | 41,198,982 | 9.7 | % | |||||||||||
LS Power Partners, L.P. |
0 | 41,198,982 | 41,198,982 | 9.7 | % | |||||||||||
LSP Cal Holdings I, LLC |
0 | 41,198,982 | 41,198,982 | 9.7 | % | |||||||||||
LS Power Partners II, L.P. |
0 | 41,198,982 | 41,198,982 | 9.7 | % | |||||||||||
LSP Cal Holdings II, LLC |
0 | 41,198,982 | 41,198,982 | 9.7 | % | |||||||||||
Vega Energy GP, LLC |
0 | 41,198,982 | 41,198,982 | 9.7 | % | |||||||||||
Vega Asset Partners LP |
0 | 41,198,982 | 41,198,982 | 9.7 | % | |||||||||||
Farrington Management, LLC |
0 | 41,198,982 | 41,198,982 | 9.7 | % | |||||||||||
Farrington Capital, L.P. |
0 | 41,198,982 | 41,198,982 | 9.7 | % |
* | Based on 423,239,734 shares of common stock outstanding as of March 18, 2014 reported in the Schedule 14A filed by the Issuer with the Securities and Exchange Commission on April 1, 2014. |
13D/A
CUSIP No. 131347304 | Page 16 of 18 Pages |
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
On April 17, 2014, the Reporting Persons amended a confidentiality agreement originally entered into with the Issuer on February 9, 2014 regarding the Issuers sale of certain power generation facilities and related assets (the Transaction). The confidentiality agreement was amended to include a lock-up provision (Lock-up Agreement) whereby the Reporting Persons agreed not to sell or purchase shares of the Issuers capital stock until the earlier of the closing date of the Transaction and seven business days after the termination of the purchase and sale agreement. On April 18, 2014, the Issuer publicly announced the Transaction. The foregoing description of the Lock-up Agreement is qualified in its entirety by reference to the Lock-up Agreement, a copy of which is attached hereto as Exhibit 7.2 and incorporated herein by reference.
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 No. |
Description | |
7.1 | Second Amended and Restated Joint Filing Agreement, dated April 22, 2014. | |
7.2 | Amendment to Confidentiality and Non-Disclosure Agreement, dated April 17, 2014. |
13D/A
CUSIP No. 131347304 | Page 17 of 18 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 22, 2014
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 | |||
Luminus Special Opportunities I Onshore, L.P. | ||||
By: | Luminus Management, LLC | |||
Its: | Investment Manager | |||
By: | /s/ Jonathan Barrett | |||
Name: | Jonathan Barrett | |||
Title: | President | |||
Luminus Special Opportunities I PIE Master, L.P. | ||||
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 18 of 18 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, L.P. | ||||
By: | Farrington Management, LLC | |||
Its: | General Partner | |||
By: | /s/ Mikhail Segal | |||
Name: | Mikhail Segal | |||
Title: | Vice President |
Exhibit 7.1
Second Amended and Restated Joint Filing Agreement
This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the Common Shares, $0.001 par value, of Calpine Corporation, a Delaware corporation, is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13D and any further amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate. The undersigned further agree that this Agreement shall be included as an Exhibit to such joint filing.
This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: April 22, 2014
Luminus Management, LLC | ||
By: | /s/ Jonathan Barrett | |
Name: Jonathan Barrett | ||
Title: President | ||
Luminus Energy Partners Master Fund, Ltd. | ||
By: Its: |
Luminus Management, LLC Investment Manager | |
By: | /s/ Jonathan Barrett | |
Name: Jonathan Barrett | ||
Title: President |
Luminus Special Opportunities I Onshore, L.P. | ||
By: | Luminus Management, LLC | |
Its | : Investment Manager | |
By: | /s/ Jonathan Barrett | |
Name: Jonathan Barrett | ||
Title: President | ||
Luminus Special Opportunities I PIE Master, L.P. | ||
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 |
2
Exhibit 7.1
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 | ||
LSP Cal Holdings II, LLC | ||
By: | /s/ Darpan Kapadia | |
Name: Darpan Kapadia | ||
Title: Managing Director | ||
Vega Energy GP, LLC | ||
By: | /s/ Paul Segal | |
Name: Paul Segal | ||
Title: President |
3
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, L.P. | ||
By: | Farrington Management, LLC | |
Its: | General Partner | |
By: | /s/ Mikhail Segal | |
Name: Mikhail Segal | ||
Title: Vice President |
4
Exhibit 7.2
Execution Copy
AMENDMENT TO CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
This AMENDMENT TO CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (this Amendment), dated April 17, 2014, is entered into by and between Calpine Corporation, a Delaware corporation, with its principal executive offices at 717 Texas Avenue, Suite 1000, Houston, Texas 77002 (Calpine), and LS Power Equity Advisors, LLC, a Delaware limited liability company, with its principal executive offices at 1700 Broadway, 35th Floor, New York, NY 10019 (LS Power), referred to collectively as Parties and individually as Party. Capitalized terms not otherwise defined herein shall have their respective meanings as set forth in the Confidentiality Agreement.
W I T N E S S E T H:
WHEREAS, Calpine and LS Power are parties to that certain Confidentiality and Non-Disclosure Agreement, dated February 19, 2014 (the Confidentiality Agreement);
WHEREAS, concurrently with the execution of this Amendment, Calpine and LS Power are entering into that certain Purchase and Sale Agreement, dated as of the date hereof (the Agreement); and
WHEREAS, Calpine and LS Power are entering into this Amendment to amend certain provisions of the Confidentiality Agreement as set forth in further detail herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1 Amendment to Section 1c. definition of Representatives. The definition of Representatives under section 1.c. is hereby amended by adding the following phrase at the very end thereof but before the period: and its or its affiliates limited partners and actual or potential lenders and, from and after the Closing Date (as defined in the Agreement), potential and actual purchasers
§2 Addition of Section 12. Section 12 is hereby added to the Confidentiality Agreement to read in its entirety as follows:
12. Standstill; Lock-Up: During the period from the Execution Date (as defined in the Agreement) until the earlier of (a) the Closing Date (as defined in the Agreement) and (b) seven (7) Business Days after the date of the termination of the Agreement, LS Power will not, and will cause its affiliates, including without limitation, Luminus Management, LLC, Luminus Energy Partners Master Fund, Ltd., LS Power Partners, L.P., LSP Cal Holdings I, LLC, LS Power Partners II, L.P., LSP Cal Holdings II, LLC, Vega Energy GP, LLC, Vega Asset Partners, LP (formerly known as Luminus Asset Partners, LP), Farrington Management, LLC, and Farrington Capital, L.P., and each of their respective affiliates and Representatives, not to, except as required by applicable Law, (i) sell(a Transfer), any any shares of capital stock of Calpine, other than to an
affiliate of LS Power if, as a precondition to such Transfer, such affiliate agrees in writing, reasonably satisfactory in form and substance to Calpine, to be bound by all of the terms of this Section, or (ii) acquire(a Purchase), any shares of capital stock of Calpine. Any attempted Transfer or Purchase of any shares of capital stock of Calpine in violation of this Section shall be null and void.
§3 Nature of Amendment; No Other Amendments; Effectiveness. (a) The Parties hereby acknowledge and agree that the provisions of Section 1 of this Amendment constitute an amendment to the Confidentiality Agreement.
(b) Except as specifically amended by this Amendment, all other terms and provisions of the Confidentiality Agreement shall remain in full force and effect.
(c) Each reference in the Confidentiality Agreement to the words herein, hereof, hereby, hereto and hereunder or words of like import referring to the Confidentiality Agreement shall mean and be a reference to the Confidentiality Agreement as amended by this Amendment.
(d) Each reference to the Confidentiality Agreement in any other ancillary agreement entered into pursuant to or in connection with the Confidentiality Agreement shall mean and refer to the Confidentiality Agreement as amended by this Amendment.
§4 Captions. The section captions used herein are for reference purposes only, and shall not in any way affect the meaning or interpretation of this Amendment.
§5 Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same document.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
CALPINE CORPORATION | ||
By: | ||
Title: | ||
LS POWER EQUITY ADVISORS, LLC | ||
By: | ||
Title: |
3
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