UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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)
July 3, 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 16 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 423,378,759 shares of common stock outstanding as of April 28, 2014 reported in the Form 10-Q for the quarterly period ended March 31, 2014 filed by the Issuer with the Securities and Exchange Commission on May 1, 2014. |
13D/A
CUSIP No. 131347304 | Page 3 of 16 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 423,378,759 shares of common stock outstanding as of April 28, 2014 reported in the Form 10-Q for the quarterly period ended March 31, 2014 filed by the Issuer with the Securities and Exchange Commission on May 1, 2014. |
13D/A
CUSIP No. 131347304 | Page 4 of 16 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 423,378,759 shares of common stock outstanding as of April 28, 2014 reported in the Form 10-Q for the quarterly period ended March 31, 2014 filed by the Issuer with the Securities and Exchange Commission on May 1, 2014. |
13D/A
CUSIP No. 131347304 | Page 5 of 16 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 423,378,759 shares of common stock outstanding as of April 28, 2014 reported in the Form 10-Q for the quarterly period ended March 31, 2014 filed by the Issuer with the Securities and Exchange Commission on May 1, 2014. |
13D/A
CUSIP No. 131347304 | Page 6 of 16 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 423,378,759 shares of common stock outstanding as of April 28, 2014 reported in the Form 10-Q for the quarterly period ended March 31, 2014 filed by the Issuer with the Securities and Exchange Commission on May 1, 2014. |
13D/A
CUSIP No. 131347304 | Page 7 of 16 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 423,378,759 shares of common stock outstanding as of April 28, 2014 reported in the Form 10-Q for the quarterly period ended March 31, 2014 filed by the Issuer with the Securities and Exchange Commission on May 1, 2014. |
13D/A
CUSIP No. 131347304 | Page 8 of 16 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 423,378,759 shares of common stock outstanding as of April 28, 2014 reported in the Form 10-Q for the quarterly period ended March 31, 2014 filed by the Issuer with the Securities and Exchange Commission on May 1, 2014. |
13D/A
CUSIP No. 131347304 | Page 9 of 16 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 423,378,759 shares of common stock outstanding as of April 28, 2014 reported in the Form 10-Q for the quarterly period ended March 31, 2014 filed by the Issuer with the Securities and Exchange Commission on May 1, 2014. |
13D/A
CUSIP No. 131347304 | Page 10 of 16 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 423,378,759 shares of common stock outstanding as of April 28, 2014 reported in the Form 10-Q for the quarterly period ended March 31, 2014 filed by the Issuer with the Securities and Exchange Commission on May 1, 2014. |
13D/A
CUSIP No. 131347304 | Page 11 of 16 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 423,378,759 shares of common stock outstanding as of April 28, 2014 reported in the Form 10-Q for the quarterly period ended March 31, 2014 filed by the Issuer with the Securities and Exchange Commission on May 1, 2014. |
13D/A
CUSIP No. 131347304 | Page 12 of 16 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 423,378,759 shares of common stock outstanding as of April 28, 2014 reported in the Form 10-Q for the quarterly period ended March 31, 2014 filed by the Issuer with the Securities and Exchange Commission on May 1, 2014. |
13D/A
CUSIP No. 131347304 | Page 13 of 16 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 423,378,759 shares of common stock outstanding as of April 28, 2014 reported in the Form 10-Q for the quarterly period ended March 31, 2014 filed by the Issuer with the Securities and Exchange Commission on May 1, 2014. |
13D/A
CUSIP No. 131347304 | Page 14 of 16 Pages |
This Amendment No. 8 (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, 6, or 7. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Original Filing.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
On February 19, 2014, an affiliate of the Reporting Persons entered into a confidentiality agreement (the Confidentiality Agreement) with the Issuer regarding the potential sale of certain power generation facilities and related assets (the Transaction). The Confidentiality Agreement was amended on April 17, 2014 to include a lock-up provision (Lock-up Agreement). The Transaction closed on July 3, 2014. As a result of the Transaction closing, the Lock-up Agreement has expired. The foregoing description of the Lock-up Agreement is qualified in its entirety by reference to the Lock-up Agreement, which is attached as Exhibit 7.2 hereto.
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 | |
7.2 | Amendment to Confidentiality and Non-Disclosure Agreement, dated April 17, 2014 (previously filed as Exhibit 7.2 to Amendment Number 7 on April 22, 2014). |
13D/A
CUSIP No. 131347304 | Page 15 of 16 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: July 3, 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 16 of 16 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 |