0000891836-13-000095.txt : 20130508 0000891836-13-000095.hdr.sgml : 20130508 20130508171547 ACCESSION NUMBER: 0000891836-13-000095 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130508 DATE AS OF CHANGE: 20130508 GROUP MEMBERS: EDWARD H. MCDERMOTT GROUP MEMBERS: J. STUART RYAN GROUP MEMBERS: JOHN H. SCULLY GROUP MEMBERS: PHOEBE SNOW FOUNDATION INC. GROUP MEMBERS: SAN FRANCISCO PARTNERS L.P. GROUP MEMBERS: SF ADVISORY PARTNERS L.P. GROUP MEMBERS: SPO ADVISORY PARTNERS L.P. GROUP MEMBERS: SPO PARTNERS II CO-INVESTMENT PARTNERSHIP L.P. GROUP MEMBERS: SPO PARTNERS II L.P. 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48317 FILM NUMBER: 13825559 BUSINESS ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7138302000 MAIL ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPO ADVISORY CORP CENTRAL INDEX KEY: 0000919468 IRS NUMBER: 680247274 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 591 REDWOOD HIGHWAY STREET 2: SUITE 3215 CITY: MILL VALLEY STATE: CA ZIP: 94941 BUSINESS PHONE: 4153836600 MAIL ADDRESS: STREET 1: 591 REDWOOD HIGHWAY STREET 2: SUITE 3215 CITY: MILL VALLEY STATE: CA ZIP: 94941 FORMER COMPANY: FORMER CONFORMED NAME: SF ADVISORY CORP DATE OF NAME CHANGE: 19990329 SC 13D/A 1 sc0073-13.htm AMENDMENT NO. 10 TO SCHEDULE 13D sc0073-13.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
 
 
CALPINE CORPORATION
(Name of Issuer)
 
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
 
  131347304  
 
(CUSIP Number)
 
SPO Advisory Corp.
591 Redwood Highway, Suite 3215
Mill Valley, California 94941
(415) 383-6600
 
with a copy to:
 
Alison S. Ressler
Sullivan & Cromwell LLP
1888 Century Park East
Los Angeles, California 90067-1725
(310) 712-6600
  
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
May 6, 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 Rule 13d-1(e), 13d-1(f) or 13-1(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 Rule 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
     Page 2 of 17 pages

 
1
NAME OF REPORTING PERSON
 
SPO Partners II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [X]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX 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
 
39,187,312 (1)
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
39,187,312 (1)
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
39,187,312 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.6%
14
TYPE OF REPORTING PERSON
 
PN
 
(1) 
Power is exercised through its sole general partner, SPO Advisory Partners, L.P.
 
 
 
 
 
 
 
 
CUSIP No. 131347304
     Page 3 of 17 pages

 
1
NAME OF REPORTING PERSON
 
SPO Partners II Co-Investment Partnership, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [X]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX 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
 
2,352,300 (1)
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
2,352,300 (1)
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,352,300
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
(1) 
Power is exercised through its sole general partner, SPO Advisory Partners, L.P.
 
 
 
 
 
 
 
 
CUSIP No. 131347304
     Page 4 of 17 pages
 

1
NAME OF REPORTING PERSON
 
SPO Advisory Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [X]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
Not Applicable
5
CHECK BOX 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
 
41,539,612 (1)(2)
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
41,539,612 (1)(2)
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
41,539,612
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.1%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
(1) 
Solely in its capacity as the sole general partner of SPO Partners II, L.P. with respect to 39,187,312 Shares; and solely in its capacity as the sole general partner of SPO Partners II Co-Investment Partnership, L.P. with respect to 2,352,300 Shares.
 
(2) 
Power is exercised through its sole general partner, SPO Advisory Corp.
 
 
 
 
 
 
 
 
CUSIP No. 131347304
     Page 5 of 17 pages

 
1
NAME OF REPORTING PERSON
 
San Francisco Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [X]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
California
Number Of Shares
Beneficially Owned By
Each Reporting Person With
7
SOLE VOTING POWER
 
1,498,296 (1)
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
1,498,296 (1)
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,498,296
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.3%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
(1) 
Power is exercised through its sole general partner, SF Advisory Partners, L.P.
 
 
 
 
 
 
 
 
CUSIP No. 131347304
     Page 6 of 17 pages

 
1
NAME OF REPORTING PERSON
 
SF Advisory Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [X]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
Not Applicable
5
CHECK BOX 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
 
1,498,296 (1)(2)
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
1,498,296 (1)(2)
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,498,296
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.3%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
(1) 
Solely in its capacity as the sole general partner of San Francisco Partners, L.P.
 
(2) 
Power is exercised through its sole general partner, SPO Advisory Corp.
 
 
 
 
 
 
 
 
CUSIP No. 131347304
     Page 7 of 17 pages
 

1
NAME OF REPORTING PERSON
 
SPO Advisory Corp.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [X]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
Not Applicable
5
CHECK BOX 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
 
43,037,908 (1)(2)
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
43,037,908 (1)(2)
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
43,037,908
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 
(1) 
Solely in its capacity as the sole general partner of SPO Advisory Partners, L.P. with respect to 41,539,612 of such Shares; and solely in its capacity as the sole general partner of SF Advisory Partners, L.P. with respect to 1,498,296 of such Shares. These Shares may also be deemed to be beneficially owned by J. Stuart Ryan, solely as a result of his advisory capacity to SPO Advisory Corp. with respect to investments by SPO Partners II, L.P., SPO Partners II Co-Investment Partnership, L.P. and San Francisco Partners, L.P. in securities of the Issuer.
 
(2) 
Power is exercised through its two controlling persons, John H. Scully and Edward H. McDermott.
 
 
 
 
 
 
 
CUSIP No. 131347304
     Page 8 of 17 pages
 
 
1
NAME OF REPORTING PERSON
 
John H. Scully
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [X]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF and Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
Number Of Shares
Beneficially Owned By
Each Reporting Person With
7
SOLE VOTING POWER
 
82,400 (1)
8
SHARED VOTING POWER
 
43,037,908 (2)
9
SOLE DISPOSITIVE POWER
 
82,400 (1)
10
SHARED DISPOSITIVE POWER
 
43,037,908 (2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
43,120,308
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
(1) 
Of these Shares, 3,800 Shares are held in the John H. Scully individual retirement accounts, which are self-directed, and 78,600 Shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as controlling person, director and executive officer of Phoebe Snow Foundation, Inc.
 
(2) 
These Shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as one of two controlling persons of SPO Advisory Corp.
 
 
 
 
 
 
 
CUSIP No. 131347304
     Page 9 of 17 pages
 
 
1
NAME OF REPORTING PERSON
 
Edward H. McDermott
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [X]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF and Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
Number Of Shares
Beneficially Owned By
Each Reporting Person With
7
SOLE VOTING POWER
 
4,300 (1)
8
SHARED VOTING POWER
 
43,037,908 (2)
9
SOLE DISPOSITIVE POWER
 
4,300 (1)
10
SHARED DISPOSITIVE POWER
 
43,037,908 (2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
43,042,208
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
(1) 
These Shares are held in the Edward H. McDermott individual retirement account, which is self-directed.
 
(2) 
These Shares may be deemed to be beneficially owned by Mr. McDermott solely in his capacity as one of two controlling persons of SPO Advisory Corp.
 
 
 
 
 
 
 
 
CUSIP No. 131347304
     Page 10 of 17 pages
 
 
1
NAME OF REPORTING PERSON
 
J. Stuart Ryan
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [X]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
Number Of Shares
Beneficially Owned By
Each Reporting Person With
7
SOLE VOTING POWER
 
36,867 (1)
8
SHARED VOTING POWER
 
43,037,908 (2)
9
SOLE DISPOSITIVE POWER
 
36,867 (1)
10
SHARED DISPOSITIVE POWER
 
43,037,908 (2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
43,074,775
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
(1) 
Of these Shares, 31,838 Shares are restricted stock units awarded to Mr. Ryan in his capacity as a member of the board of directors of the Issuer and 5,029 Shares are held individually by Mr. Ryan.
 
(2) 
These Shares may be deemed to be beneficially owned by Mr. Ryan, solely in his capacity as an advisor to SPO Advisory Corp. with respect to investments by SPO Partners II, L.P., SPO Partners II Co-Investment Partnership, L.P. and San Francisco Partners, L.P. in securities of the Issuer.
 
 
 
 
 
 
 
 
CUSIP No. 131347304
     Page 11 of 17 pages
 
 
1
NAME OF REPORTING PERSON
 
Phoebe Snow Foundation, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [X]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
California
Number Of Shares
Beneficially Owned By
Each Reporting Person With
7
SOLE VOTING POWER
 
78,600 (1)
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
78,600 (1)
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
78,600
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
**0.1%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 
** Denotes less than
 
(1)  Power is exercised through its controlling person, director and executive officer, John H. Scully.
 

 
 
 


   
Page 12 of 17 pages

This Amendment No. 10 amends the Schedule 13D (the “Original 13D”) filed with the Securities and Exchange Commission (“SEC”) on February 11, 2008 and as amended on August 12, 2008, September 12, 2008, October 6, 2008, October 14, 2008, October 17, 2008, October 22, 2008, January 6, 2011, February 13, 2012 and May 23, 2012. Unless otherwise stated herein, the Original 13D, as previously amended, remains in full force and effect. Terms used therein and not defined herein shall have the meanings ascribed thereto in the Original 13D.

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

Item 3 is hereby amended and restated in its entirety as follows:

The source and amount of the funds used or to be used by the Reporting Persons to purchase Shares are as follows:

Name
Source of Funds
Amount of Funds(1)
SPO
Contributions from Partners
—  (2)(3)
SPO Co-Investment
Contributions from Partners
$35,113,890(4)     
SPO Advisory Partners
Not Applicable
Not Applicable        
SFP
 Contributions from Partners
—  (5)(6)
SF Advisory Partners
Not Applicable
Not Applicable        
SPO Advisory Corp.
Not Applicable
Not Applicable        
JHS
Personal Funds and Not Applicable
$38,763(7)     
EHM
Personal Funds and Not Applicable
$32,723(8)     
JSR
Not Applicable
Not Applicable         
PS Foundation
Contributions from Shareholders
$183,372(9)      
________________
(1)  The amounts in this column has been reduced by the proceeds from sales of Shares over time.
(2)  Shares were issued to the Reporting Persons at the Issuer’s emergence from bankruptcy in consideration of the cancellation and discharge of certain debentures and related claims.  The Reporting Persons acquired such debentures for $461,643,607.
(3)  Net of proceeds received to date of $820,560,432.
(4)  Net of proceeds received to date of $49,256,440.
(5) Shares were issued to the Reporting Persons at the Issuer’s emergence from bankruptcy in consideration of the cancellation and discharge of certain debentures and related claims.  The Reporting Persons acquired such debentures for $24,295,318.
(6)  Net of proceeds received to date of $31,373,699.
(7)  Net of proceeds received to date of $37,323.
(8)  Net of proceeds received to date of $40,563.
(9)  Net of proceeds received to date of $1,646,009.


 
 
 


   
Page 13 of 17 pages

ITEM 5.
Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

(a)           Percentage interest calculations for each Reporting Person are based upon the Issuer having 455,255,545 total outstanding shares of Common Stock as of April 30, 2013 as reported on the Issuer’s quarterly report on Form 10-Q for the quarterly period ended March 31, 2013 filed with the Securities and Exchange Commission on May 2, 2013, except for percentage interest calculations for JSR which also include 31,838 total shares of restricted stock units granted to JSR in his capacity as a member of the board of directors of the Issuer for a total of 455,287,383 total outstanding shares of Common Stock.

SPO

The aggregate number of Shares that SPO owns beneficially, pursuant to Rule 13d-3 of the Act, is 39,187,312 Shares, which constitutes approximately 8.6% of the outstanding Shares.

SPO Co-Investment

The aggregate number of Shares that SPO Co-Investment owns beneficially, pursuant to Rule 13d-3 of the Act, is 2,352,300 Shares, which constitutes approximately 0.5% of the outstanding Shares.

SPO Advisory Partners

Because of its position as the sole general partner of each of SPO and SPO Co-Investment, SPO Advisory Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 41,539,612 Shares, which constitutes approximately 9.1% of the outstanding Shares.

SFP

The aggregate number of Shares that SFP owns beneficially, pursuant to Rule 13d-3 of the Act, is 1,498,296 Shares, which constitutes approximately 0.3% of the outstanding Shares.

SF Advisory Partners

Because of its position as the sole general partner of SFP, SF Advisory Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,498,296 Shares, which constitutes approximately 0.3% of the outstanding Shares.

SPO Advisory Corp.

Because of its positions as the sole general partner of each of SPO Advisory Partners and SF Advisory Partners, SPO Advisory Corp. may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 43,037,908 Shares in the aggregate, which constitutes approximately 9.5% of the outstanding Shares.

JHS

Individually, and because of his position as a control person of SPO Advisory Corp., and the controlling person, sole director and executive officer of PS Foundation, JHS may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 43,120,308 Shares in the aggregate, which constitutes approximately 9.5% of the outstanding Shares.
 

 
 
 


   
Page 14 of 17 pages

EHM

Individually, and because of his position as a control person of SPO Advisory Corp., EHM may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 43,042,208 Shares, which constitutes approximately 9.5% of the outstanding Shares.

JSR

The aggregate number of Shares that JSR owns beneficially, pursuant to Rule 13d-3 of the Act, is 43,074,775, which constitutes approximately 9.5% of the outstanding Shares.

PS Foundation

The aggregate number of Shares that PS Foundation owns beneficially, pursuant to Rule 13d-3 of the Act, is 78,600 Shares, which constitutes less than 0.1% of the outstanding Shares.

To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 hereof is the beneficial owner of any Shares.

(b)           SPO

Acting through its sole general partner, SPO has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 39,187,312 Shares.

SPO Co-Investment

Acting through its sole general partner, SPO Co-Investment has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 2,352,300 Shares.

SPO Advisory Partners

Acting through its sole general partner and in its capacity as the sole general partner of each of SPO and SPO Co-Investment, SPO Advisory Partners has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 41,539,612 Shares.

SFP

Acting through its sole general partner, SFP has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,498,296 Shares.

SF Advisory Partners

Acting through its sole general partner and in its capacity as the sole general partner of SFP, SF Advisory Partners has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,498,296 Shares.

SPO Advisory Corp.

Acting through its controlling persons and through JSR in his advisory capacity, and in its capacities as the sole general partner of each of SPO Advisory Partners and SF Advisory Partners, SPO Advisory Corp. may be deemed to have shared power with JSR to vote or to direct the vote and to dispose or to direct the disposition of 43,037,908 Shares in the aggregate.
 

 
 
 


   
Page 15 of 17 pages



JHS

As one of two controlling persons of SPO Advisory Corp., which is the sole general partner of each of SPO Advisory Partners and SF Advisory Partners, JHS may be deemed to have shared power with EHM to vote or to direct the vote and to dispose or to direct the disposition of 43,037,908 Shares held by SPO, SPO Co-Investment and SFP in the aggregate. In addition, JHS has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 3,800 Shares held in the John H. Scully individual retirement accounts, which are self-directed individual retirement accounts, and 78,600 Shares held by the PS Foundation, for which JHS is the controlling person, director and executive officer.

EHM

As one of two controlling persons of SPO Advisory Corp., which is the sole general partner of each of SPO Advisory Partners and SF Advisory Partners, EHM may be deemed to have shared power with JHS to vote or to direct the vote and to dispose or to direct the disposition of 43,037,908 Shares held by SPO, SPO Co-Investment and SFP in the aggregate. In addition, EHM has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 4,300 Shares held in the Edward H. McDermott individual retirement account, which is a self-directed individual retirement account.

JSR

Because of his advisory position in SPO Advisory Corp., which is the sole general partner of each of SPO Advisory Partners and SF Advisory Partners, JSR may be deemed to have shared power with SPO Advisory Corp. to vote or to direct the vote and to dispose or to direct the disposition of 43,037,908 Shares held by SPO, SPO Co-Investment and SFP in the aggregate. In addition, JSR has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 36,867 Shares comprised of 31,838 Shares of restricted stock units awarded to JSR in his capacity as a director of the Issuer and 5,029 Shares held individually by JSR.

PS Foundation

Acting through its controlling person, PS Foundation has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 78,600 Shares.

(c)           On May 6, 2013, the Reporting Persons sold an aggregate of 16,000,000 Shares in a block trade at a price of $20.63 per share.

(d)           Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of distributions with respect to, or the proceeds from the sale of, Shares owned by such Reporting Persons.

ITEM 7.
Material to be Filed as Exhibits.

Exhibit A:
Agreement pursuant to Rule 13d-1 (k)

Exhibit B:
Power of Attorney (previously filed)


 
 
 


   
Page 16 of 17 pages


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
Dated:  May 8, 2013
  
By:
/s/ Kim M. Silva
     
Kim M. Silva
     
   
Attorney-in-Fact for:
     
   
SPO PARTNERS II, L.P. (1)
SPO PARTNERS II CO-INVESTMENT PARTNERSHIP, L.P. (1)
SPO ADVISORY PARTNERS, L.P. (1)
SAN FRANCISCO PARTNERS, L.P. (1)
SF ADVISORY PARTNERS, L.P. (1)
SPO ADVISORY CORP. (1)
JOHN H. SCULLY (1)
EDWARD H. MCDERMOTT (1)
J. STUART RYAN (1)
PHOEBE SNOW FOUNDATION, INC. (1)
     
   
(1) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has been previously filed with the Securities and Exchange Commmission.



 
 
 

   
Page 17 of 17 pages


INDEX OF EXHIBITS

Exhibit
Document Description
Exhibit A:
Agreement Pursuant to Rule 13d-1 (k)
Exhibit B:
Power of Attorney (previously filed)

 
 
 
EX-99.A 2 ex_99-a.htm AGREEMENT PURSUANT TO RULE 13D-1(K) ex_99-a.htm
EXHIBIT A

Pursuant to Rule 13d-1(k) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below.

Dated:  May 8, 2013
      
       
   
By:
/s/ Kim M. Silva
     
Kim M. Silva
     
   
Attorney-in-Fact for:
     
   
SPO PARTNERS II, L.P. (1)
SPO PARTNERS II CO-INVESTMENT PARTNERSHIP, L.P. (1)
SPO ADVISORY PARTNERS, L.P. (1)
SAN FRANCISCO PARTNERS, L.P. (1)
SF ADVISORY PARTNERS, L.P. (1)
SPO ADVISORY CORP. (1)
JOHN H. SCULLY (1)
EDWARD H. MCDERMOTT (1)
J. STUART RYAN (1)
PHOEBE SNOW FOUNDATION, INC. (1)
     
   
(1) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has been previously filed with the Securities and Exchange Commmission.