CALPINE CORPORATION |
COMMON STOCK, PAR VALUE $0.001 PER SHARE |
131347304 |
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications) |
February 20, 2014 |
(Date of Event which Requires Filing of This Statement) |
1
|
NAME OF REPORTING PERSON
|
||
|
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|
SPO Partners II, L.P.
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
||
|
|
||
|
(a) o
|
||
|
(b) x
|
||
3
|
SEC USE ONLY
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||
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4
|
SOURCE OF FUNDS
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||
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|
WC
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||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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||
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||
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
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||
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Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
||
|
10,709,212 (1)
|
||
8
|
SHARED VOTING POWER
|
||
|
|
||
|
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
|
||
|
|
||
|
10,709,212 (1)
|
||
10
|
SHARED DISPOSITIVE POWER
|
||
|
|
||
|
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
|
||
|
10,709,212 (1)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||
|
|
||
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
|
||
|
2.5%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||
|
|
||
|
PN
|
(1)
|
Power is exercised through its sole general partner, SPO Advisory Partners, L.P.
|
1
|
NAME OF REPORTING PERSON
|
||
|
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||
|
SPO Partners II Co-Investment Partnership, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
||
|
|
||
|
(a) o
|
||
|
(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)
|
||
|
|
||
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
|
|
||
|
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
||
|
661,000 (1)
|
||
8
|
SHARED VOTING POWER
|
||
|
|
||
|
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
|
||
|
|
||
|
661,000 (1)
|
||
10
|
SHARED DISPOSITIVE POWER
|
||
|
|
||
|
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
|
||
|
661,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||
|
|
||
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
|
||
|
0.2%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||
|
|
||
|
PN
|
(1)
|
Power is exercised through its sole general partner, SPO Advisory Partners, L.P.
|
1
|
NAME OF REPORTING PERSON
|
||
|
|
||
|
SPO Advisory Partners, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
||
|
|
||
|
(a) o
|
||
|
(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)
|
||
|
|
||
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
|
|
||
|
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
||
|
11,370,212 (1)(2)
|
||
8
|
SHARED VOTING POWER
|
||
|
|
||
|
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
|
||
|
|
||
|
11,370,212 (1)(2)
|
||
10
|
SHARED DISPOSITIVE POWER
|
||
|
|
||
|
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
|
||
|
11,370,212
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||
|
|
||
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
|
||
|
2.7%
|
||
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 10,709,212 Shares; and solely in its capacity as the sole general partner of SPO Partners II Co-Investment Partnership, L.P. with respect to 661,000 Shares.
|
(2)
|
Power is exercised through its sole general partner, SPO Advisory Corp.
|
1
|
NAME OF REPORTING PERSON
|
||
|
|
||
|
San Francisco Partners, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
||
|
|
||
|
(a) o
|
||
|
(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)
|
||
|
|
||
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
|
|
||
|
California
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
||
|
687,796 (1)
|
||
8
|
SHARED VOTING POWER
|
||
|
|
||
|
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
|
||
|
|
||
|
687,796 (1)
|
||
10
|
SHARED DISPOSITIVE POWER
|
||
|
|
||
|
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
|
||
|
687,796
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||
|
|
||
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
|
||
|
0.2%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||
|
|
||
|
PN
|
(1)
|
Power is exercised through its sole general partner, SF Advisory Partners, L.P.
|
1
|
NAME OF REPORTING PERSON
|
||
|
|
||
|
SF Advisory Partners, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
||
|
|
||
|
(a) o
|
||
|
(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)
|
||
|
|
||
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
|
|
||
|
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
||
|
687,796 (1)(2)
|
||
8
|
SHARED VOTING POWER
|
||
|
|
||
|
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
|
||
|
|
||
|
687,796 (1)(2)
|
||
10
|
SHARED DISPOSITIVE POWER
|
||
|
|
||
|
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
|
||
|
687,796
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||
|
|
||
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
|
||
|
0.2%
|
||
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.
|
1
|
NAME OF REPORTING PERSON
|
||
|
|
||
|
SPO Advisory Corp.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
||
|
|
||
|
(a) o
|
||
|
(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)
|
||
|
|
||
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
|
|
||
|
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
||
|
12,058,008 (1)(2)
|
||
8
|
SHARED VOTING POWER
|
||
|
|
||
|
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
|
||
|
|
||
|
12,058,008 (1)(2)
|
||
10
|
SHARED DISPOSITIVE POWER
|
||
|
|
||
|
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
|
||
|
12,058,008
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||
|
|
||
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
|
||
|
2.9%
|
||
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 11,370,212 of such Shares; and solely in its capacity as the sole general partner of SF Advisory Partners, L.P. with respect to 687,796 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, Edward H. McDermott and Eli J. Weinberg.
|
1
|
NAME OF REPORTING PERSON
|
||
|
|
||
|
John H. Scully
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
||
|
|
||
|
(a) o
|
||
|
(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)
|
||
|
|
||
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
|
|
||
|
USA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
||
|
62,300 (1)
|
||
8
|
SHARED VOTING POWER
|
||
|
|
||
|
12,058,008 (2)
|
||
9
|
SOLE DISPOSITIVE POWER
|
||
|
|
||
|
62,300 (1)
|
||
10
|
SHARED DISPOSITIVE POWER
|
||
|
|
||
|
12,058,008 (2)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
|
||
|
12,120,308
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||
|
|
||
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
|
||
|
2.9%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||
|
|
||
|
IN
|
(1)
|
Of these Shares, 3,800 Shares are held in Mr. Scully's individual retirement accounts, which are self-directed, and 58,500 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 three controlling persons of SPO Advisory Corp.
|
1
|
NAME OF REPORTING PERSON
|
||
|
|
||
|
Edward H. McDermott
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
||
|
|
||
|
(a) o
|
||
|
(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)
|
||
|
|
||
|
o
|
||
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
|
||
|
|
||
|
12,058,008 (2)
|
||
9
|
SOLE DISPOSITIVE POWER
|
||
|
|
||
|
4,300 (1)
|
||
10
|
SHARED DISPOSITIVE POWER
|
||
|
|
||
|
12,058,008 (2)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
|
||
|
12,062,308
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||
|
|
||
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
|
||
|
2.9%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||
|
|
||
|
IN
|
(1)
|
These Shares are held in Mr. McDermott's 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.
|
1
|
NAME OF REPORTING PERSON
|
||
|
|
||
|
Eli J. Weinberg
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
||
|
|
||
|
(a) o
|
||
|
(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)
|
||
|
|
||
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
|
|
||
|
USA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
||
|
-0-
|
||
8
|
SHARED VOTING POWER
|
||
|
|
||
|
12,058,008 (1)
|
||
9
|
SOLE DISPOSITIVE POWER
|
||
|
|
||
|
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
|
||
|
|
||
|
12,058,008 (1)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
|
||
|
12,058,008
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||
|
|
||
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
|
||
|
2.9%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||
|
|
||
|
IN
|
(1)
|
These Shares may be deemed to be beneficially owned by Mr. Weinberg solely in his capacity as one of three controlling persons of SPO Advisory Corp.
|
|
|
1
|
NAME OF REPORTING PERSON
|
||
|
|
||
|
J. Stuart Ryan
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
||
|
|
||
|
(a) o
|
||
|
(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)
|
||
|
|
||
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
|
|
||
|
USA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
||
|
43,652 (1)
|
||
8
|
SHARED VOTING POWER
|
||
|
|
||
|
12,058,008 (2)
|
||
9
|
SOLE DISPOSITIVE POWER
|
||
|
|
||
|
43,652 (1)
|
||
10
|
SHARED DISPOSITIVE POWER
|
||
|
|
||
|
12,058,008 (2)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
|
||
|
12,101,660
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||
|
|
||
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
|
||
|
2.9%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||
|
|
||
|
IN
|
(1)
|
Of these Shares, 38,623 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. |
1
|
NAME OF REPORTING PERSON
|
||
|
|
||
|
Phoebe Snow Foundation, Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
||
|
|
||
|
(a) o
|
||
|
(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)
|
||
|
|
||
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
|
|
||
|
California
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
||
|
58,500 (1)
|
||
8
|
SHARED VOTING POWER
|
||
|
|
||
|
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
|
||
|
|
||
|
58,500 (1)
|
||
10
|
SHARED DISPOSITIVE POWER
|
||
|
|
||
|
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
|
||
|
58,500
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||
|
|
||
|
o
|
||
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. |
ITEM 3.
|
Source and Amount of Funds or Other Consideration.
|
Name
|
Source of Funds
|
Amount of Funds(1)
|
SPO
|
Contributions from Partners
|
- (2)(3)
|
SPO Co-Investment
|
Contributions from Partners
|
$1,826,878 (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)
|
EJW
|
Not Applicable
|
Not Applicable
|
JSR
|
Not Applicable
|
Not Applicable
|
PS Foundation
|
Contributions from Shareholders
|
- (9)
|
(1)
|
The amounts in this column have 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)
|
During the course of its ownership of Shares, the total amount of funds used to purchase Shares by SPO is $711,817,557.
|
(4)
|
During the course of its ownership of Shares, the total amount of funds used to purchase Shares by SPO Co-Investment is $84,370,330.
|
(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)
|
During the course of its ownership of Shares, the total amount of funds used to purchase Shares by SFP is $24,295,318.
|
(7)
|
During the course of his ownership of Shares, the total amount of funds used to purchase Shares by JHS is $76,086.
|
(8)
|
During the course of his ownership of Shares, the total amount of funds used to purchase Shares by EHM is $73,286.
|
(9)
|
During the course of its ownership of Shares, the total amount of funds used to purchase Shares by PS Foundation is $1,829,381.
|
ITEM 5.
|
Interest in Securities of the Issuer.
|
ITEM 7.
|
Material to be Filed as Exhibits.
|
Exhibit A:
|
Agreement pursuant to Rule 13d-1 (k)
|
Dated: February 20, 2014
|
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) | ||
ELI J. WEINBERG (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 Commission.
|
Exhibit
|
Document Description
|
Exhibit A:
|
Agreement Pursuant to Rule 13d-1 (k)
|
Dated: February 20, 2014
|
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) | ||
ELI J. WEINBERG (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 Commission.
|