SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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)
February 13, 2012 |
(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 ¨.
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 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).
CUSIP No. 131347304 | Page 2 of 19 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
70,541,012 (1) | ||||
8 | SHARED VOTING POWER
-0- | |||||
9 | SOLE DISPOSITIVE POWER
70,541,012 (1) | |||||
10 | SHARED DISPOSITIVE POWER
-0- | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,541,012 (1) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7% | |||||
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 19 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
4,234,400(1) | ||||
8 | SHARED VOTING POWER
-0- | |||||
9 | SOLE DISPOSITIVE POWER
4,234,400(1) | |||||
10 | SHARED DISPOSITIVE POWER
-0- | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,234,400 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9% | |||||
14 |
TYPE OF REPORTING PERSON
PN |
(1) | Power is exercised through its sole general partner, SPO Advisory Partners, L.P. |
CUSIP No. 131347304 | Page 4 of 19 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
74,775,412 (1)(2) | ||||
8 | SHARED VOTING POWER
-0- | |||||
9 | SOLE DISPOSITIVE POWER
74,775,412 (1)(2) | |||||
10 | SHARED DISPOSITIVE POWER
-0- | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,775,412 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5% | |||||
14 |
TYPE OF REPORTING PERSON
PN |
(1) | Solely in its capacity as the general partner of SPO Partners II, L.P. with respect to 70,541,012 Shares; and solely in its capacity as the sole general partner of SPO Partners II Co-Investment Partnership, L.P. with respect to 4,234,400 Shares. |
(2) | Power is exercised through its sole general partner, SPO Advisory Corp. |
CUSIP No. 131347304 | Page 5 of 19 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
2,697,096 (1) | ||||
8 | SHARED VOTING POWER
-0- | |||||
9 | SOLE DISPOSITIVE POWER
2,697,096 (1) | |||||
10 | SHARED DISPOSITIVE POWER
-0- | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,697,096 (1) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6% | |||||
14 |
TYPE OF REPORTING PERSON
PN |
(1) | Power is exercised through its sole general partner, SF Advisory Partners, L.P. |
CUSIP No. 131347304 | Page 6 of 19 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
2,697,096 (1)(2) | ||||
8 | SHARED VOTING POWER
-0- | |||||
9 | SOLE DISPOSITIVE POWER
2,697,096 (1)(2) | |||||
10 | SHARED DISPOSITIVE POWER
-0- | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,697,096 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6% | |||||
14 |
TYPE OF REPORTING PERSON
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 19 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 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
77,472,508 (1)(2) | ||||
8 | SHARED VOTING POWER
-0- | |||||
9 | SOLE DISPOSITIVE POWER
77,472,508 (1)(2) | |||||
10 | SHARED DISPOSITIVE POWER
-0- | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,472,508 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.1% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
(1) | Solely in its capacity as the sole general partner of SPO Advisory Partners, L.P. with respect to 74,775,412 of such Shares; and solely in its capacity as the sole general partner of SF Advisory Partners, L.P. with respect to 2,697,096 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 three controlling persons, John H. Scully, William E. Oberndorf and Edward H. McDermott. |
CUSIP No. 131347304 | Page 8 of 19 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
146,500 (1) | ||||
8 | SHARED VOTING POWER
77,472,508 (2) | |||||
9 | SOLE DISPOSITIVE POWER
146,500 (1) | |||||
10 | SHARED DISPOSITIVE POWER
77,472,508 (2) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,619,008 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.1% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
(1) | Of these Shares, 5,000 Shares are held in the John H. Scully Individual Retirement Accounts, which are self-directed, and 141,500 Shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as controlling person, sole 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 three controlling persons of SPO Advisory Corp. |
CUSIP No. 131347304 | Page 9 of 19 pages |
1 |
NAME OF REPORTING PERSON
William E. Oberndorf | |||||
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
34,151 (1) | ||||
8 | SHARED VOTING POWER
77,472,508 (2) | |||||
9 | SOLE DISPOSITIVE POWER
34,151 (1) | |||||
10 | SHARED DISPOSITIVE POWER
77,472,508 (2) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,506,659 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.1% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
(1) | Of these Shares, 28,700 Shares are held in the William E. Oberndorf Individual Retirement Account, which is self-directed; and 5,451 Shares are of restricted stock awarded to Mr. Oberndorf in his capacity as a member of the board of directors of the Issuer. |
(2) | These Shares may be deemed to be beneficially owned by Mr. Oberndorf solely in his capacity as one of three controlling persons of SPO Advisory Corp. |
CUSIP No. 131347304 | Page 10 of 19 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
5,600 (1) | ||||
8 | SHARED VOTING POWER
77,472,508 (2) | |||||
9 | SOLE DISPOSITIVE POWER
5,600 (1) | |||||
10 | SHARED DISPOSITIVE POWER
77,472,508 (2) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,478,108 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.1% | |||||
14 |
TYPE OF REPORTING PERSON
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 three controlling persons of SPO Advisory Corp. |
CUSIP No. 131347304 | Page 11 of 19 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
28,831 (1) | ||||
8 | SHARED VOTING POWER
-0- | |||||
9 | SOLE DISPOSITIVE POWER
28,831 (1) | |||||
10 | SHARED DISPOSITIVE POWER
77,472,508 (2) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,501,339 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.1% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
(1) | These Shares are of restricted stock awarded to Mr. Ryan in his capacity as a member of the board of directors of the Issuer. |
(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 12 of 19 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
141,500 (1) | ||||
8 | SHARED VOTING POWER
-0- | |||||
9 | SOLE DISPOSITIVE POWER
141,500 (1) | |||||
10 | SHARED DISPOSITIVE POWER
-0- | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,500 | |||||
12 |
CHECK BOX 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
CO |
** | Denotes less than |
(1) | Power is exercised through its controlling person, sole director and executive officer, John H. Scully. |
Page 13 of 19 pages
This Amendment No. 8 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 and January 6, 2011. 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 | $ | 711,817,557 | (2) | ||
SPO Co-Investment | Contributions from Partners | $ | 24,295,318 | |||
SPO Advisory Partners | Not Applicable | Not Applicable | ||||
SFP | Contributions from Partners | $ | 25,314,538 | (3) | ||
SF Advisory Partners | Not Applicable | Not Applicable | ||||
SPO Advisory Corp. | Not Applicable | Not Applicable | ||||
JHS | Personal Funds and Not Applicable | $ | 76,086 | |||
WEO | Personal Funds and Not Applicable | $ | 434,648 | |||
EHM | Personal Funds and Not Applicable | $ | 73,286 | |||
JSR | Not Applicable | Not Applicable | ||||
PS Foundation | Contributions from Shareholders | $ | 1,829,381 |
(1) | This amount does not reflect a reduction of an aggregate $261,576,000 as a result of the block trade described in Item 5(c) below. |
(2) | Of this amount, $461,643,607 represents the value of Shares issued to the Reporting Persons at the Issuers emergence from bankruptcy in consideration of the cancellation and discharge of certain debentures and related claims held by the Reporting Persons. |
(3) | This amount represents the value of Shares issued to the Reporting Persons at the Issuers emergence from bankruptcy in consideration of the cancellation and discharge of certain debentures and related claims held by the Reporting Persons. |
ITEM 4. | Purpose of Transaction. |
Item 4 of the Original 13D, as amended, is hereby amended and supplemented by adding the following paragraph immediately following the second paragraph thereof:
As part of an overall assessment of their investment portfolio, the Reporting Persons are considering one or more further sales transactions in order to better align the size of their investment in the Issuer within their portfolio of investments and to monetize their investments in the Issuer. The Reporting Persons may effect this reduction of their investment positions in the Issuer through the sale of all or any part of their remaining Shares pursuant to Rule 144 under the Securities Act of 1933, as amended, in privately negotiated transactions, in registered sales (including pursuant to the exercise of their registration rights set forth in the Stockholder Agreement described in Item 6 below and filed as Exhibit C to this Amendment), or otherwise. Any such sales transactions by the Reporting Persons may be made at any time without additional prior notice.
Page 14 of 19 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 481,367,880 total outstanding shares of Common Stock including 481,338,627 total shares of Common Stock reported on the Issuers annual report on Form 10-K filed with the Securities and Exchange Commission on February 10, 2012 and 29,253 total shares of restricted stock units granted to WEO and JSR in their respective capacities as members of the board of directors of the Issuer.
SPO
The aggregate number of Shares that SPO owns beneficially, pursuant to Rule 13d-3 of the Act, is 70,541,012 Shares, which constitutes approximately 14.7% 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 4,234,400 Shares, which constitutes approximately 0.9% 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 74,775,412 Shares, which constitutes approximately 15.5% of the outstanding Shares.
SFP
The aggregate number of Shares that SFP owns beneficially, pursuant to Rule 13d-3 of the Act, is 2,697,096 Shares, which constitutes approximately 0.6% 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 2,697,096 Shares, which constitutes approximately 0.6% 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 77,472,508 Shares in the aggregate, which constitutes approximately 16.1% 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 77,619,008 Shares in the aggregate, which constitutes approximately 16.1% of the outstanding Shares.
Page 15 of 19 pages
WEO
Individually, and because of his position as a control person of SPO Advisory Corp., WEO may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 77,506,659 Shares in the aggregate, which constitutes approximately 16.1% of the outstanding Shares.
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 77,478,108 Shares, which constitutes approximately 16.1% of the outstanding Shares.
JSR
The aggregate number of Shares that JSR owns beneficially, pursuant to Rule 13d-3 of the Act, is 77,501,339, which constitutes approximately 16.1% 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 141,500 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 70,541,012 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 4,234,400 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 74,775,412 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 2,697,096 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 2,697,096 Shares.
Page 16 of 19 pages
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 77,472,508 Shares in the aggregate.
JHS
As one of three 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 WEO and EHM to vote or to direct the vote and to dispose or to direct the disposition of 77,472,508 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 5,000 Shares held in the John H. Scully Individual Retirement Accounts, which are self-directed individual retirement accounts, and 141,500 Shares held by the PS Foundation, for which JHS is the controlling person, sole director and executive officer.
WEO
As one of three controlling persons of SPO Advisory Corp., which is the sole general partner of each of SPO Advisory Partners and SF Advisory Partners, WEO may be deemed to have shared power with JHS and EHM to vote or to direct the vote and to dispose or to direct the disposition of 77,472,508 Shares held by SPO, SPO Co-Investment and SFP in the aggregate. In addition, WEO has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 28,700 Shares held in the William E. Oberndorf Individual Retirement Account, which is a self-directed individual retirement account, and 5,451 Shares of restricted stock awarded to WEO in his capacity as director of Issuer.
EHM
As one of three 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 and WEO to vote or to direct the vote and to dispose or to direct the disposition of 77,472,508 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 5,600 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 dispose or to direct the disposition of 77,472,508 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 28,831 Shares of restricted stock awarded to JSR in his capacity as a director of the Issuer.
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 141,500 Shares.
Page 17 of 19 pages
(c) Since the most recent filing on Schedule 13D, Reporting Persons have acquired Shares through the distribution of Shares pursuant to the Issuers Chapter 11 plan of reorganization and WEO and JSR have received 5,451 and 8,479 Shares, respectively, through the vesting of their respective restricted stock units. On February 13, 2012, the Reporting Persons sold an aggregate of 16,800,000 Shares in a block trade at a price of $15.57 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 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
Item 6 of the Original 13D, as amended, is hereby amended and supplemented by inserting the following paragraph immediately following the first paragraph thereof:
SPO and SFP are party to the Registration Rights Agreement, pursuant to which the Issuer has granted to SPO, SFP and the other shareholders party thereto, customary demand and piggyback registration rights relating to the Issuers common stock, which SPO and SFP may exercise for so long as they, together with their affiliates, own at least 25% of the registrable securities held by them on the date of the Registration Rights Agreement.
Pursuant to the terms of the Registration Rights Agreement and subject to certain customary exceptions, each of SPO and SFP may request up to two registrations of underwritten offerings of all or any portion of their registrable securities; provided, that any such demand may only be exercised if the total offering price of the shares to be sold in such offering, including piggyback shares (before deduction for underwriting discounts), exceeds $100 million.
The description of the Registration Rights Agreement above is not intended to be complete and is qualified in its entirety by the terms of the Registration Rights Agreement filed as an Exhibit to this Schedule 13D.
Item 7. | Material to be Filed as Exhibits. |
Exhibit A: | Agreement pursuant to Rule 13d-1 (k) | |
Exhibit B: | Power of Attorney (previously filed) | |
Exhibit C: | Registration Rights Agreement, dated as of January 31, 2008, by and among Calpine Corporation and the shareholders party thereto (incorporated by reference to Exhibit 10.1 to Calpine Corporations Current Report on Form 8-K filed with the SEC on February 6, 2008). |
Page 18 of 19 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: February 13, 2012
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) WILLIAM E. OBERNDORF (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 Commision. |
Page 19 of 19 pages
INDEX OF EXHIBITS
Exhibit |
Document Description | |
Exhibit A: | Agreement pursuant to Rule 13d-1 (k) | |
Exhibit B: | Power of Attorney (previously filed) | |
Exhibit C: | Registration Rights Agreement, dated as of January 31, 2008, by and among Calpine Corporation and the shareholders party thereto (incorporated by reference to Exhibit 10.1 to Calpine Corporations Current Report on Form 8-K filed with the SEC on February 6, 2008). |