Merger Agreement (Notes)

12 Months Ended

Dec. 31, 2018

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

Merger

On August 17, 2017, we entered into the Merger Agreement with Volt Parent, LP (“Volt Parent”) and Volt Merger Sub, Inc. (“Merger Sub”), a wholly-owned subsidiary of Volt Parent, pursuant to which Merger Sub merged with and into Calpine, with Calpine surviving the Merger as a subsidiary of Volt Parent. On March 8, 2018, we completed the Merger contemplated in the Merger Agreement.

At the effective time of the Merger, each share of Calpine common stock outstanding as of immediately prior to the effective time of the Merger (excluding certain shares as described in the Merger Agreement) ceased to be outstanding and was converted into the right to receive $15.25 per share in cash or approximately $5.6 billion in total. See Note 13 for a discussion of the treatment of the outstanding share-based awards to employees at the effective time of the Merger.

For the years ended December 31, 2018 and 2017, we recorded approximately $33 million and $15 million, respectively, in Merger-related costs which was recorded in other operating expenses on our Consolidated Statements of Operations and primarily related to legal, investment banking and other professional fees associated with the Merger. We elected not to apply pushdown accounting in connection with the consummation of the Merger. As a result, our assets and liabilities are recorded at historical cost and do not reflect the fair value ascribed in the Merger.