sc13d

0000950153-08-000244.txt : 20080211 0000950153-08-000244.hdr.sgml : 20080211 20080211172619 ACCESSION NUMBER: 0000950153-08-000244 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080211 DATE AS OF CHANGE: 20080211 GROUP MEMBERS: FARRINGTON CAPITAL, LP GROUP MEMBERS: FARRINGTON MANAGEMENT, LLC GROUP MEMBERS: LS POWER PARTNERS II, L.P. GROUP MEMBERS: LS POWER PARTNERS, L.P. GROUP MEMBERS: LSP CAL HOLDINGS I, LLC GROUP MEMBERS: LSP CAL HOLDINGS II, LLC GROUP MEMBERS: LUMINUS ASSET PARTNERS, LP GROUP MEMBERS: LUMINUS ENERGY PARTNERS MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CALPINE CORP CENTRAL INDEX KEY: 0000916457 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 770212977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48317 FILM NUMBER: 08594724 BUSINESS ADDRESS: STREET 1: 50 WEST SAN FERNANDO ST CITY: SAN JOSE STATE: CA ZIP: 95113 BUSINESS PHONE: 4089955115 MAIL ADDRESS: STREET 1: 50 W SAN FERNANDO STREET 2: SUITE 500 CITY: SAN JOSE STATE: CA ZIP: 95113 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LUMINUS MANAGEMENT LLC CENTRAL INDEX KEY: 0001279151 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1700 BROADWAY STREET 2: 35TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126153450 MAIL ADDRESS: STREET 1: 1700 BROADWAY STREET 2: 35TH FL CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 p74976sc13d.htm SC 13D sc13d

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*

Calpine Corporation

(Name of Issuer)

Common Shares, par value $0.001 per share

(Title of Class of Securities)

131347304

(CUSIP Number)

Joseph P. Richardson
Squire, Sanders & Dempsey L.L.P.
40 North Central Avenue, #2700
Phoenix, Arizona 85018
(602) 528-4801

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 31, 2008

(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. o

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 person’s 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).


CUSIP No.		131347304	13D	Page		2		of		17	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) o
	(b) þ

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)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	DELAWARE

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			59,920,643

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			59,920,643

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	59,920,643

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	14.1656%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		131347304	13D	Page		3		of		17	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) o
	(b) þ

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)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	DELAWARE

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			59,920,643

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			59,920,643

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	59,920,643

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	14.1656%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		131347304	13D	Page		4		of		17	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) o
	(b) þ

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)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	DELAWARE

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			59,920,643

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			59,920,643

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	59,920,643

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	14.1656%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		131347304	13D	Page		5		of		17	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) o
	(b) þ

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)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	DELAWARE

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			59,920,643

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			59,920,643

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	59,920,643

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	14.1656%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		131347304	13D	Page		6		of		17	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) o
	(b) þ

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)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	DELAWARE

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			59,920,643

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			59,920,643

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	59,920,643

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	14.1656%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		131347304	13D	Page		7		of		17	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) o
	(b) þ

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)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	DELAWARE

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			59,920,643

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			59,920,643

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	59,920,643

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	14.1656%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		131347304	13D	Page		8		of		17	Pages


1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). LUMINUS ASSET PARTNERS, LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

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)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	DELAWARE

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			59,920,643

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			59,920,643

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	59,920,643

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	14.1656%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		131347304	13D	Page		9		of		17	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) o
	(b) þ

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)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	BERMUDA

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			59,920,643

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			59,920,643

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	59,920,643

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	14.1656%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		131347304	13D	Page		10		of		17	Pages


1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). FARRINGTON CAPITAL, LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

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)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	DELAWARE

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			59,920,643

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			59,920,643

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	59,920,643

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	14.1656%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		131347304	13D	Page		11		of		17	Pages

Item 1. Security and Issuer.

This Statement on Schedule 13D (“Schedule 13D”) relates to the Common Shares, $0.001 par value (the “Shares”), of Calpine Corporation, a Delaware corporation (the “Issuer”).

The address of the Issuer’s principal executive offices is 50 West San Fernando Street, San Jose, California 95113.

Item 2. Identity and Background.

This Schedule 13D is being filed by Farrington Capital, LP (“Farrington”), 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 Management, LLC (“Luminus Management”), Luminus Asset Partners, L.P. (“Luminus Asset Partners”) and Luminus Energy Partners Master Fund, Ltd. (“Luminus Energy Fund”), pursuant to their agreement to the joint filing of this Schedule 13D (the “Joint Filing Agreement,” attached hereto as Exhibit 7.1).

Farrington, LSP Cal I, LSP Cal II, Partners I and Partners II are together referred to herein as the “LS Power Entities.” Luminus Management, Luminus Asset Partners and Luminus Energy Fund are together referred to herein as the “Luminus Entities.” The LS Power Entities and the Luminus Entities are together referred to herein as the “Reporting Persons,” and each of them are individually referred to herein as a “Reporting Person.”

Farrington Management, LLC (“Farrington Management”) is the General Partner of Farrington. Farrington is the record owner of 116,350 Shares. Due to its relationship with Farrington, Farrington Management may be deemed to have shared voting and investment power with respect to the shares beneficially owned by Farrington. As such, Farrington Management may be deemed to have shared beneficial ownership of the Shares of which Farrington is the owner. Farrington Management, however, disclaims beneficial ownership of such Shares.

LS Power Equity Partners, L.P. (“LSPEP”) is the Managing Member of LSP Cal I. LSP Cal I is the record owner of 41,209,416 Shares. Due to its relationship with LSP Cal I, LSPEP may be deemed to have shared voting and investment power with respect to the shares beneficially owned by LSP Cal I. As such, LSPEP may be deemed to have shared beneficial ownership of the Shares of which LSP Cal I is the owner. LSPEP, however, disclaims beneficial ownership of such Shares.

LS Power Equity Partners II, L.P. (“LSPEP II”) is the Managing Member of LSP Cal II. LSP Cal II is the record owner of 9,140,403¹ Shares. Due to its relationship with LSP Cal II, LSPEP II may be deemed to have shared voting and investment power with respect to the shares beneficially owned by LSP Cal II. As such, LSPEP II may be deemed to have shared beneficial ownership of the Shares of which LSP Cal II is the owner. LSPEP II however, disclaims beneficial ownership of such Shares.

Partners I is the general partner of each of LSPEP and LS Power Equity Partners PIE I, L.P. (“PIE I”). PIE I owns 100% of LSP Cal EB I, Ltd. (“LSP EB I”). LSPEP, PIE I and LSP EB I are together the members of LSP Cal I. LSP Cal I is the record owner of 41,209,416 Shares. Due to its relationship with LSP Cal I, Partners I may be deemed to have shared voting and investment power with respect to the Shares beneficially owned by LSP Cal I. As such, Partners I may be deemed to have shared beneficial ownership of the Shares of which LSP Cal I is the owner. Partners I, however, disclaims beneficial ownership of such Shares.

Partners II is the general partner of each of LSPEP II and LS Power Equity Partners II PIE, L.P. (“PIE II”). PIE II owns 100% of LSP Cal EB II, Ltd. (“LSP EB II”). LSPEP II, PIE II and LSP EB II are together the members of LSP Cal II. LSP Cal II is the record owner of 9,140,403¹ Shares. Due to its relationship with LSP Cal II, Partners II may be deemed to have shared voting and investment power with respect to the Shares beneficially owned by LSP Cal II. As such, Partners II may be deemed to have shared beneficial ownership of the Shares of which LSP Cal II is the owner. Partners II, however, disclaims beneficial ownership of such Shares.


¹		LSP Cal II has the right to receive 9,140,403 Shares in satisfaction of various claims held by it pursuant to the Plan (as defined herein). LSP Cal II anticipates receipt of such Shares within 60 days of the date hereof.


CUSIP No.		131347304	13D	Page		12		of		17	Pages

Luminus Management is the manager of Luminus Asset Partners. Luminus Asset Partners is the record owner of 2,047,657 Shares. Due to its relationship with Luminus Asset Partners, Luminus Management may be deemed to have shared voting and investment power with respect to the Shares owned by Luminus Asset Partners. As such, Luminus Management may be deemed to have shared beneficial ownership of the Shares of which Luminus Asset Partners is the owner. Luminus Management, however, disclaims beneficial ownership of such Shares.

Luminus Management is the manager of Luminus Energy Fund. Luminus Energy Fund is the record owner of 7,406,817¹ Shares. Due to its relationship with Luminus Energy Fund, Luminus Management may be deemed to have shared voting and investment power with respect to the Shares owned by Luminus Energy Fund. As such, Luminus Management may be deemed to have shared beneficial ownership of the Shares of which Luminus Energy Fund is the owner. Luminus Management, however, disclaims beneficial ownership of such Shares.

Mikhail Segal directly (through his ownership position) or indirectly through one or more intermediaries, may be deemed to control Farrington and to have shared voting and investment power with respect to the Shares owned by Farrington. As such, Mr. Segal may be deemed to have shared beneficial ownership of the Shares owned by Farrington. Mr. Segal, however, disclaims beneficial ownership of such Shares. Mr. Segal’s current principal occupation is Vice President of Farrington Management.

James Bartlett directly (through his positions) or indirectly through one or more intermediaries, may be deemed to control Partners I and Partners II and to have shared voting and investment power with respect to the Shares owned by Partners I and Partners II. As such, Mr. Bartlett may be deemed to have shared beneficial ownership of the Shares owned by Partners I and Partners II. Mr. Bartlett, however, disclaims beneficial ownership of such Shares. Mr. Bartlett’s current principal occupation is President of LS Power and LS Power.

Paul Segal directly (through his position) may be deemed to control the Luminus Entities and to have shared voting and investment power with respect to the Shares owned by Luminus Asset Partners and Luminus Energy Fund. As such, Mr. Segal may be deemed to have shared beneficial ownership of the Shares owned by Luminus Asset Partners and Luminus Energy Fund. Mr. Segal, however, disclaims beneficial ownership of such Shares. Mr. Segal’s current principal occupation is president of Luminus Management and Luminus Asset Partners and director of Luminus Energy Fund.

Each Reporting Person, other than Luminus Energy Fund, is organized in the state of Delaware. Luminus Energy Fund is organized under the laws of Bermuda. The principal business of each Reporting Person is to engage in the business of investing in securities and other investment opportunities. The principal business address of each of the LS Power Entities is 1700 Broadway, 35th Floor, New York, NY 10019. The principal business address of each of the Luminus Entities is 1700 Broadway, 38th Floor, New York, NY 10019.

During the last five years, none of the Reporting Persons or any of the natural persons described in this Item 2 has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

As of the date hereof, the Reporting Persons are deemed to beneficially own an aggregate of 59,920,643² Shares, as detailed in Item 5.

The Reporting Persons received such Shares pursuant to the Issuer’s Sixth Amended Joint Plan of Reorganization (the “Plan”), under the provisions of which the Issuer distributed an aggregate of approximately 423,000,000 shares of its common stock on or about January 31, 2008 emergence from Chapter 11 bankruptcy


¹		Includes 481,072 Shares which Luminus Energy Fund has the right to receive in satisfaction of various claims held by it pursuant to the Plan (as defined herein). Luminus Energy Fund anticipates receipt of such Shares within 60 days of the date hereof.

²		Includes 9,621,475 Shares which LSP Cal II and Luminus Master Fund have, in the aggregate, the right to receive in satisfaction of various claims held by them pursuant to the Plan (as defined herein). LSP Cal II and Luminus Energy Fund anticipate receipt of such Shares within 60 days of the date hereof.


CUSIP No.		131347304	13D	Page		13		of		17	Pages

protection. The distribution of the Shares to the Reporting Persons was on account of allowed unsecured claims. According to the Issuer’s press release announcing its emergence, the Shares have an imputed value of $17.36, making the implied purchase price for the Shares owned by the Reporting Persons $1,040,222,362.48. The claims that were the basis of the distributions to the Reporting Persons were acquired during the pendency of the Issuer’s Chapter 11 proceedings, and the funds for such acquisitions came, with respect to each of the Reporting Persons, from working capital and/or from borrowings pursuant to margin accounts maintained in the ordinary course of business.

Item 4. Purpose of Transaction.

The Reporting Persons acquired the Shares (through acquisition of unsecured claims in respect of which the Shares were distributed and (in some cases) acquisition of certain Shares directly from parties that received Shares in satisfaction of unsecured claims) for investment purposes in the ordinary course of business because they believed that the claims (or Shares, as applicable) at the time of purchase were undervalued and that the Shares of the reorganized debtor upon emergence from the Chapter 11 proceedings would likely be undervalued in the market. The Reporting Persons intend to regularly review their investment in the Issuer. Based on such review, as well as other factors (including, among other things, their evaluation of the Issuer’s business, prospects and financial condition, the market price for the Issuer’s securities, other opportunities available to them and general market, industry and economic conditions), the Reporting Persons, and/or other persons affiliated with them, may, and reserve the right to, engage in discussions with management and the Board of Directors of the Issuer and other holders of the Shares, concerning the business and the future plans of the Issuer generally, and with regard to strategies and potential transactions to maximize shareholder value, change their intentions, acquire additional securities of the Issuer, or sell some or all of their Shares, on the open market, in privately negotiated transactions or otherwise. The Reporting Persons may formulate plans or proposals for, and may from time to time explore, or make proposals relating to, transactions or actions which relate to or would result in any of the matters specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) and (b)


			Number of
	Number of		Shares With		Aggregate
	Shares With		Shared Voting		Number of		Percentage
	Sole Voting and		and		Shares		of Class
	Dispositive		Dispositive		Beneficially		Beneficially
Reporting Persons	Power		Power¹		Owned¹		Owned
Farrington Capital, LP		0		59,920,643		59,920,643		14.1656	%
LSP Cal Holdings I, LLC		0		59,920,643		59,920,643		14.1656	%
LSP Cal Holdings II, LLC		0		59,920,643		59,920,643		14.1656	%
Luminus Management, LLC		0		59,920,643		59,920,643		14.1656	%
Luminus Asset Partners, L.P.		0		59,920,643		59,920,643		14.1656	%
Luminus Energy Partners Master Fund, Ltd.		0		59,920,643		59,920,643		14.1656	%
LS Power Partners, L.P.		0		59,920,643		59,920,643		14.1656	%
LS Power Partners II, L.P.		0		59,920,643		59,920,643		14.1656	%


¹		Includes 9,621,475 Shares which LSP Cal II and Luminus Master Fund have, in the aggregate, the right to receive in satisfaction of various claims held by them pursuant to the Plan (as defined herein). LSP Cal II and Luminus Energy Fund anticipate receipt of such Shares within 60 days of the date hereof.


CUSIP No.		131347304	13D	Page		14		of		17	Pages

By virtue of the relationships among the Reporting Persons described herein, the Reporting Persons may be deemed to constitute a “group,” which “group” may be deemed to beneficially own an aggregate of 59,920,643¹ Shares, representing approximately 14.1656% of the outstanding Shares. The percentages used herein are based on the 423,000,000 Shares reported to be issued and outstanding in connection with the Issuer’s emergence from its Chapter 11 bankruptcy proceedings, as reported by the Issuer in its emergence press release date January 31, 2008, a copy of which was attached to the Issuer’s current report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2008.

(c) All transactions in the Shares affected during the past 60 days by the Reporting Persons are set forth in Annex A, attached to this Schedule 13D and incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Reporting Persons have orally agreed to co-invest in the Issuer (the “Co-Investment Agreement”). Due to the Co-Investment Agreement, such parties may be deemed to share beneficial ownership over the Shares held by one another. Each of the Reporting Persons, however, disclaims beneficial ownership over the Shares held by all other Reporting Persons.

Item 7. Material To Be Filed As Exhibits.


Exhibit
No.		Description
7.1		Joint Filing Agreement, dated February 11, 2008 (filed herewith).

7.2		Power of Attorney, dated February 11, 2008 (filed herewith).


¹		Includes 9,621,475 Shares which LSP Cal II and Luminus Master Fund have, in the aggregate, the right to receive in satisfaction of various claims held by them pursuant to the Plan (as defined herein). LSP Cal II and Luminus Energy Fund anticipate receipt of such Shares within 60 days of the date hereof.


CUSIP No.		131347304	13D	Page		15		of		17	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: February 11, 2008


Farrington Capital, LP
By:	Farrington Management, LLC
Its:	General Partner

By:	/s/ Mikhail Segal
	Name:	Mikhail Segal
	Title:	Vice President


LSP Cal Holdings I, LLC
By:	/s/ James Bartlett
	Name:	James Bartlett
	Title:	President


LSP Cal Holdings II, LLC
By:	/s/ James Bartlett
	Name:	James Bartlett
	Title:	President


LS Power Partners, L.P.
By:	/s/ James Bartlett
	Name:	James Bartlett
	Title:	President

LS Power Partners II, L.P.
By:	/s/ James Bartlett
	Name:	James Bartlett
	Title:	President

Luminus Management, LLC
By:	/s/ Paul Segal
	Name:	Paul Segal
	Title:	President


CUSIP No.		131347304	13D	Page		16		of		17	Pages


Luminus Asset Partners, L.P.
By:	Luminus Management, LLC
Its:	Investment Manager

By:	/s/ Paul Segal
	Name:	Paul Segal
	Title:	President

Luminus Energy Partners Master Fund, Ltd.
By:	Luminus Management, LLC
Its:	Investment Manager

By:	/s/ Paul Segal
	Name:	Paul Segal
	Title:	President


CUSIP No.		131347304	13D	Page		17		of		17	Pages

ANNEX A TO SCHEDULE 13D

Average

Buy /

Price

Party Effecting Transaction

Date

Sell¹

Quantity

($)²

Currency

Farrington Capital, LP

1/31/08

BUY

116,350

17.36

USD

LSP Cal Holdings I, LLC

1/31/08

BUY

41,209,416

17.36

USD

LSP Cal Holdings II, LLC

1/31/08

BUY

9,140,403

17.36

USD

Luminus Asset Partners, LP

1/31/08

BUY

2,047,657

17.36

USD

Luminus Energy Partners Master Fund, Ltd.

1/31/08

BUY

7,406,817

⁴

17.36

USD


¹		Shares were distributed to the party effecting the transaction pursuant to the Plan on account of allowed unsecured claims.

²		According to the Issuer’s press release announcing its emergence from bankruptcy, the Shares have an imputed value of $17.36 per share.

³		LSP Cal II has the right to receive 9,140,403 Shares in satisfaction of various claims held by it pursuant to the Plan (as defined herein). LSP Cal II anticipates receipt of such Shares within 60 days of the date hereof.

⁴		Includes 481,072 Shares which Luminus Energy Fund has the right to receive in satisfaction of various claims held by it pursuant to the Plan (as defined herein). Luminus Energy Fund anticipates receipt of such Shares within 60 days of the date hereof.

EX-7.1 2 p74976exv7w1.htm EX-7.1 exv7w1

Exhibit 7.1

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: February 11, 2008


Farrington Capital, LP By: Farrington Management, LLC Its: General Partner
By:	/s/ Mikhail Segal
	Name:	Mikhail Segal
	Title:	Vice President

LSP Cal Holdings I, LLC
By:	/s/ James Bartlett
	Name:	James Bartlett
	Title:	President

LSP Cal Holdings II, LLC
By:	/s/ James Bartlett
	Name:	James Bartlett
	Title:	President

LS Power Partners, L.P.
By:	/s/ James Bartlett
	Name:	James Bartlett
	Title:	President

LS Power Partners II, L.P.
By:	/s/ James Bartlett
	Name:	James Bartlett
	Title:	President

Exhibit 7.1


Luminus Management, LLC
By:	/s/ Paul Segal
	Name:	Paul Segal
	Title:	President

Luminus Asset Partners, L.P. By: Luminus Management, LLC Its: Investment Manager
By:	/s/ Paul Segal
	Name:	Paul Segal
	Title:	President

Luminus Energy Partners Master Fund, Ltd. By: Luminus Management, LLC Its: Investment Manager
By:	/s/ Paul Segal
	Name:	Paul Segal
	Title:	President

EX-7.2 3 p74976exv7w2.htm EX-7.2 exv7w2

Exhibit 7.2

POWER OF ATTORNEY

Know all by these presents, that each of the undersigned hereby constitutes and appoints James Bartlett and Paul Segal signing singly, as the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director or beneficial owner of Common Shares of Calpine Corporation (the “Issuer”), the Statement on Schedule 13D (or Schedule 13G, if applicable) in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Statement on Schedule 13D (or Schedule 13G, if applicable) and all amendment(s) thereto and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grant to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Issuer assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file a Statement on Schedule 13D or Schedule 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Issuer, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

[Signatures to Follow]

Exhibit 7.2

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 11^th day of February, 2008.


Farrington Capital, LP
By:	Farrington Management, LLC
Its:	General Partner

By:	/s/Mikhail Segal
	Name:	Mikhail Segal
	Title:	Vice President

LSP Cal Holdings I, LLC
By:	/s/ James Bartlett
	Name:	James Bartlett
	Title:	President

LSP Cal Holdings II, LLC
By:	/s/ James Bartlett
	Name:	James Bartlett
	Title:	President

LS Power Partners, L.P.
By:	/s/ James Bartlett
	Name:	James Bartlett
	Title:	President

LS Power Partners II, L.P.
By:	/s/ James Bartlett
	Name:	James Bartlett
	Title:	President

Luminus Management, LLC
By:	/s/ Paul Segal
	Name:	Paul Segal
	Title:	President

Luminus Asset Partners, L.P.
By:	Luminus Management, LLC
Its:	Investment Manager

By:	/s/ Paul Segal
	Name:	Paul Segal
	Title:	President

Exhibit 7.2


Luminus Energy Partners Master Fund, Ltd.
By:	Luminus Management, LLC
Its:	Investment Manager

By:	/s/ Paul Segal
	Name:	Paul Segal
	Title:	President