UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
Calpine Corporation
(Name of Issuer)
Common Shares, par value $0.001 per share
(Title of Class of Securities)
131347304
(CUSIP Number)
James J. Moloney
Gibson, Dunn & Crutcher LLP
3161 Michelson Drive
Irvine, CA 92612
(949) 451-4343
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 17, 2014
(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. ¨
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 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).
13D/A
| ||||
CUSIP No. 131347304 | Page 2 of 18 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) x (b) ¨
| |||||
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) ¨
| |||||
6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
30,835,610 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
30,835,610 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
30,835,610 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
7.7%* | |||||
14 | Type of reporting person (see instructions)
IA |
* | Based on 402,545,769 shares of common stock outstanding as of July 30, 2014 reported in the Form 10-Q for the quarterly period ended June 30, 2014 filed by the Issuer with the Securities and Exchange Commission on August 1, 2014. |
13D/A
| ||||
CUSIP No. 131347304 | Page 3 of 18 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) x (b) ¨
| |||||
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) ¨
| |||||
6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
30,835,610 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
30,835,610 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
30,835,610 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
7.7%* | |||||
14 | Type of reporting person (see instructions)
OO |
* | Based on 402,545,769 shares of common stock outstanding as of July 30, 2014 reported in the Form 10-Q for the quarterly period ended June 30, 2014 filed by the Issuer with the Securities and Exchange Commission on August 1, 2014. |
13D/A
| ||||
CUSIP No. 131347304 | Page 4 of 18 Pages |
1 | Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
LUMINUS SPECIAL OPPORTUNITIES I ONSHORE, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
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) ¨
| |||||
6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
30,835,610 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
30,835,610 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
30,835,610 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
7.7%* | |||||
14 | Type of reporting person (see instructions)
PN |
* | Based on 402,545,769 shares of common stock outstanding as of July 30, 2014 reported in the Form 10-Q for the quarterly period ended June 30, 2014 filed by the Issuer with the Securities and Exchange Commission on August 1, 2014. |
13D/A
| ||||
CUSIP No. 131347304 | Page 5 of 18 Pages |
1 | Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
LUMINUS SPECIAL OPPORTUNITIES I PIE MASTER, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
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) ¨
| |||||
6 | Citizenship or place of organization
CAYMAN ISLANDS | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
30,835,610 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
30,835,610 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
30,835,610 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
7.7%* | |||||
14 | Type of reporting person (see instructions)
PN |
* | Based on 402,545,769 shares of common stock outstanding as of July 30, 2014 reported in the Form 10-Q for the quarterly period ended June 30, 2014 filed by the Issuer with the Securities and Exchange Commission on August 1, 2014. |
13D/A
| ||||
CUSIP No. 131347304 | Page 6 of 18 Pages |
1 | Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
LUMINUS INVESTMENT PARTNERS MASTER FUND, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
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) ¨
| |||||
6 | Citizenship or place of organization
CAYMAN ISLANDS | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
30,835,610 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
30,835,610 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
30,835,610 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
7.7%* | |||||
14 | Type of reporting person (see instructions)
PN |
* | Based on 402,545,769 shares of common stock outstanding as of July 30, 2014 reported in the Form 10-Q for the quarterly period ended June 30, 2014 filed by the Issuer with the Securities and Exchange Commission on August 1, 2014. |
13D/A
| ||||
CUSIP No. 131347304 | Page 7 of 18 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) x (b) ¨
| |||||
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) ¨
| |||||
6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
30,835,610 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
30,835,610 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
30,835,610 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
7.7%* | |||||
14 | Type of reporting person (see instructions)
PN |
* | Based on 402,545,769 shares of common stock outstanding as of July 30, 2014 reported in the Form 10-Q for the quarterly period ended June 30, 2014 filed by the Issuer with the Securities and Exchange Commission on August 1, 2014. |
13D/A
| ||||
CUSIP No. 131347304 | Page 8 of 18 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) x (b) ¨
| |||||
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) ¨
| |||||
6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
30,835,610 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
30,835,610 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
30,835,610 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
7.7%* | |||||
14 | Type of reporting person (see instructions)
OO |
* | Based on 402,545,769 shares of common stock outstanding as of July 30, 2014 reported in the Form 10-Q for the quarterly period ended June 30, 2014 filed by the Issuer with the Securities and Exchange Commission on August 1, 2014. |
13D/A
| ||||
CUSIP No. 131347304 | Page 9 of 18 Pages |
1 | Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
VEGA ENERGY GP, LLC | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
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) ¨
| |||||
6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
30,835,610 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
30,835,610 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
30,835,610 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
7.7%* | |||||
14 | Type of reporting person (see instructions)
OO |
* | Based on 402,545,769 shares of common stock outstanding as of July 30, 2014 reported in the Form 10-Q for the quarterly period ended June 30, 2014 filed by the Issuer with the Securities and Exchange Commission on August 1, 2014. |
13D/A
| ||||
CUSIP No. 131347304 | Page 10 of 18 Pages |
1 | Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
VEGA ASSET PARTNERS, LP (formerly known as LUMINUS ASSET PARTNERS, LP) | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
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) ¨
| |||||
6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
30,835,610 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
30,835,610 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
30,835,610 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
7.7%* | |||||
14 | Type of reporting person (see instructions)
PN |
* | Based on 402,545,769 shares of common stock outstanding as of July 30, 2014 reported in the Form 10-Q for the quarterly period ended June 30, 2014 filed by the Issuer with the Securities and Exchange Commission on August 1, 2014. |
13D/A
| ||||
CUSIP No. 131347304 | Page 11 of 18 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) x (b) ¨
| |||||
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) ¨
| |||||
6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
30,835,610 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
30,835,610 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
30,835,610 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
7.7%* | |||||
14 | Type of reporting person (see instructions)
OO |
* | Based on 402,545,769 shares of common stock outstanding as of July 30, 2014 reported in the Form 10-Q for the quarterly period ended June 30, 2014 filed by the Issuer with the Securities and Exchange Commission on August 1, 2014. |
13D/A
| ||||
CUSIP No. 131347304 | Page 12 of 18 Pages |
1 | Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
FARRINGTON CAPITAL, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
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) ¨
| |||||
6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
30,835,610 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
30,835,610 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
30,835,610 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
7.7%* | |||||
14 | Type of reporting person (see instructions)
PN |
* | Based on 402,545,769 shares of common stock outstanding as of July 30, 2014 reported in the Form 10-Q for the quarterly period ended June 30, 2014 filed by the Issuer with the Securities and Exchange Commission on August 1, 2014. |
13D/A
| ||||
CUSIP No. 131347304 | Page 13 of 18 Pages |
This Amendment No. 10 (this Amendment) amends and supplements the Schedule 13D filed on February 11, 2008 (the Original Filing) by the Reporting Persons relating to the Common Stock, par value $0.001 per share (Shares) of Calpine Corporation, a Delaware corporation (the Issuer). Information reported in the Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment or Amendment Numbers 1 through 9. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Original Filing.
Item 2. Identity and Background.
Item 2 of the Original Filing, as amended, is hereby amended and supplemented to add the following paragraphs at the end thereof:
This Schedule 13D is being filed by Luminus Management, LLC (Luminus Management), LSP Cal Holdings II, LLC (LSP Cal II), LS Power Partners II, L.P. (Partners II), Luminus Energy Partners Master Fund, Ltd. (Luminus Energy Fund), Vega Energy GP, LLC (Vega Energy), Vega Asset Partners, L.P. (Vega Asset Partners), Farrington Capital, L.P. (Farrington), Farrington Management, LLC (Farrington Management), Luminus Special Opportunities I Onshore, L.P. (Luminus I Onshore), Luminus Special Opportunities I PIE Master, L.P. (Luminus I PIE Master), and Luminus Investment Partners Master Fund, L.P. (Luminus Investment) pursuant to their agreement to the joint filing of this Schedule 13D (the Third Amended and Restated Joint Filing Agreement, attached hereto as Exhibit 7.1).
LSP Cal II, Partners I, Partners II, Farrington and Farrington Management are together referred to herein as the LS Power Entities, and Luminus Management, Luminus Energy Fund, Luminus I Onshore, Luminus I PIE Master and Luminus Investment are together referred to herein as the Luminus Entities. The LS Power Entities, the Luminus Entities, Vega Energy, and Vega Asset Partners are together referred to herein as the Reporting Persons, and each of them are individually referred to herein as a Reporting Person.
Luminus Management is the manager of Luminus Investment. Luminus Investment is the record owner of 50,000 Shares. Due to its relationship with Luminus Investment, Luminus Management may be deemed to have shared voting and investment power with respect to the Shares beneficially owned by Luminus Investment. As such, Luminus Management may be deemed to have shared beneficial ownership of the Shares of which Luminus Investment is the owner. Luminus Management, however, disclaims beneficial ownership of such Shares.
Jonathan Barrett directly (whether through ownership interest or position) may be deemed to control the Luminus Entities and have shared voting and investment power with respect to the Shares owned by Luminus Energy Fund, Luminus I Onshore, Luminus I PIE Master and Luminus Investment. As such, Mr. Barrett may be deemed to have shared beneficial ownership of the Shares owned by Luminus Energy Fund, Luminus I Onshore, Luminus I PIE Master and Luminus Investment. Mr. Barrett, however, disclaims beneficial ownership of such Shares. Mr. Barretts current principal occupation is president and manager of Luminus Management.
13D/A
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CUSIP No. 131347304 | Page 14 of 18 Pages |
Item 4. Purpose of Transaction.
Item 4 of the Original Filing, as amended, is hereby amended and supplemented to add the following paragraph at the end thereof:
The Reporting Persons have purchased Shares in order to better align the size of their investment in the Issuer within their portfolio of investments. From time to time, the Reporting Persons may make additional purchases or sales of the Shares.
Item 5. Interest in Securities of the Issuer.
Items 5(a), (b) and (c) of the Original Filing are hereby amended by adding the following at the end thereof:
(a) As of October 20, 2014, Luminus Energy Fund is the record owner of 6,523,106 Shares, representing approximately 1.6% of the outstanding Shares. Luminus I Onshore is the record owner of 839,970 Shares, representing approximately 0.21% of the outstanding Shares. Luminus I PIE Master is the record owner of 1,415,578 Shares, representing approximately 0.35% of the outstanding Shares. Luminus Investment is the record owner of 50,000 Shares, representing approximately 0.01% of the outstanding Shares. Farrington is the record owner of 116,350 Shares, representing approximately 0.03% of the outstanding Shares. LSP Cal II is the record owner of 20,018,356 Shares, representing approximately 5.0% of the outstanding Shares. Vega Asset Partners is the record owner of 1,872,250 Shares, representing approximately 0.5% of the outstanding Shares.
(b)
Reporting Persons |
Number of Shares With Sole Voting and Dispositive Power |
Number of Shares With Shared Voting and Dispositive Power |
Aggregate Number of Shares Beneficially Owned |
Percentage of Class Beneficially Owned * |
||||||||||||
Luminus Management, LLC |
0 | 30,835,610 | 30,835,610 | 7.7 | % | |||||||||||
Luminus Energy Partners Master Fund, Ltd. |
0 | 30,835,610 | 30,835,610 | 7.7 | % | |||||||||||
Luminus Special Opportunities I Onshore, L.P. |
0 | 30,835,610 | 30,835,610 | 7.7 | % | |||||||||||
Luminus Special Opportunities I PIE Master, L.P. |
0 | 30,835,610 | 30,835,610 | 7.7 | % | |||||||||||
Luminus Investment Partners Master Fund, L.P. |
0 | 30,835,610 | 30,835,610 | 7.7 | % | |||||||||||
LS Power Partners II, L.P. |
0 | 30,835,610 | 30,835,610 | 7.7 | % | |||||||||||
LSP Cal Holdings II, LLC |
0 | 30,835,610 | 30,835,610 | 7.7 | % | |||||||||||
Vega Energy GP, LLC |
0 | 30,835,610 | 30,835,610 | 7.7 | % | |||||||||||
Vega Asset Partners, LP |
0 | 30,835,610 | 30,835,610 | 7.7 | % | |||||||||||
Farrington Management, LLC |
0 | 30,835,610 | 30,835,610 | 7.7 | % | |||||||||||
Farrington Capital, L.P. |
0 | 30,835,610 | 30,835,610 | 7.7 | % |
* | Based on 402,545,769 shares of common stock outstanding as of July 30, 2014 reported in the Form 10-Q for the quarterly period ended June 30, 2014 filed by the Issuer with the Securities and Exchange Commission on August 1, 2014. |
(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.
13D/A
| ||||
CUSIP No. 131347304 | Page 15 of 18 Pages |
Item 7. Material To Be Filed As Exhibits.
Item 7 of the Original Filing, as amended, is hereby amended by adding the following at the end thereof:
Exhibit |
Description | |
7.1 | Third Amended and Restated Joint Filing Agreement, dated October 20, 2014. |
13D/A
| ||||
CUSIP No. 131347304 | Page 16 of 18 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: October 20, 2014
Luminus Management, LLC | ||
By: | /s/ Jonathan Barrett | |
Name: | Jonathan Barrett | |
Title: | President | |
Luminus Energy Partners Master Fund, Ltd. | ||
By: | Luminus Management, LLC | |
Its: | Investment Manager | |
By: | /s/ Jonathan Barrett | |
Name: | Jonathan Barrett | |
Title: | President | |
Luminus Special Opportunities I Onshore, L.P. | ||
By: | Luminus Management, LLC | |
Its: | Investment Manager | |
By: | /s/ Jonathan Barrett | |
Name: | Jonathan Barrett | |
Title: | President | |
Luminus Special Opportunities I PIE Master, L.P. | ||
By: | Luminus Management, LLC | |
Its: | Investment Manager | |
By: | /s/ Jonathan Barrett | |
Name: | Jonathan Barrett | |
Title: | President |
13D/A
| ||||
CUSIP No. 131347304 | Page 17 of 18 Pages |
Luminus Investment Partners Master Fund, L.P. | ||
By: | Luminus Management, LLC | |
Its: | Investment Manager | |
By: | /s/ Jonathan Barrett | |
Name: | Jonathan Barrett | |
Title: | President | |
LS Power Partners II, L.P. | ||
By: | /s/ Darpan Kapadia | |
Name: | Darpan Kapadia | |
Title: | Managing Director | |
LSP Cal Holdings II, LLC | ||
By: | /s/ Darpan Kapadia | |
Name: | Darpan Kapadia | |
Title: | Executive Vice President | |
Vega Energy GP, LLC | ||
By: | /s/ Paul Segal | |
Name: | Paul Segal | |
Title: | President | |
Vega Asset Partners, LP | ||
By: | Vega Energy GP, LLC | |
Its: | General Partner | |
By: | /s/ Paul Segal | |
Name: | Paul Segal | |
Title: | President | |
Farrington Management, LLC | ||
By: | /s/ Mikhail Segal | |
Name: | Mikhail Segal | |
Title: | Vice President | |
Farrington Capital, L.P. | ||
By: | Farrington Management, LLC | |
Its: | General Partner | |
By: | /s/ Mikhail Segal | |
Name: | Mikhail Segal | |
Title: | Vice President |
13D/A
| ||||
CUSIP No. 131347304 | Page 18 of 18 Pages |
ANNEX A TO SCHEDULE 13D
PARTY EFFECTING TRANSACTION |
DATE | BUY /SELL |
QUANTITY | AVERAGE PRICE ($)* |
CURRENCY | |||||||||||||||
Luminus Energy Partners Master Fund, Ltd. |
9/18/2014 | BUY | 450,000 | 22.53 | USD | |||||||||||||||
Luminus Energy Partners Master Fund, Ltd. |
9/22/2014 | BUY | 100,000 | 22.59 | USD | |||||||||||||||
Luminus Energy Partners Master Fund, Ltd. |
9/23/2014 | BUY | 100,000 | 22.43 | USD | |||||||||||||||
Luminus Energy Partners Master Fund, Ltd. |
9/24/2014 | BUY | 100,000 | 22.12 | USD | |||||||||||||||
Luminus Energy Partners Master Fund, Ltd. |
10/15/2014 | BUY | 153,000 | 20.00 | USD | |||||||||||||||
Luminus Energy Partners Master Fund, Ltd. |
10/16/2014 | BUY | 200,000 | 20.43 | USD | |||||||||||||||
Luminus Energy Partners Master Fund, Ltd. |
10/17/2014 | BUY | 200,000 | 20.58 | USD | |||||||||||||||
Luminus Energy Partners Master Fund, Ltd. |
10/17/2014 | BUY | 200,000 | 20.63 | USD | |||||||||||||||
Luminus Investment Partners Master Fund, L.P. |
9/18/2014 | BUY | 25,000 | 22.53 | USD | |||||||||||||||
Luminus Investment Partners Master Fund, L.P. |
10/16/2014 | BUY | 25,000 | 20.43 | USD | |||||||||||||||
Luminus Special Opportunities I Onshore, L.P. |
9/18/2014 | BUY | 83,975 | 22.53 | USD | |||||||||||||||
Luminus Special Opportunities I Onshore, L.P. |
9/22/2014 | BUY | 18,661 | 22.59 | USD | |||||||||||||||
Luminus Special Opportunities I Onshore, L.P. |
9/23/2014 | BUY | 18,661 | 22.43 | USD | |||||||||||||||
Luminus Special Opportunities I Onshore, L.P. |
9/24/2014 | BUY | 18,662 | 22.12 | USD | |||||||||||||||
Luminus Special Opportunities I Onshore, L.P. |
10/2/2014 | BUY | 74,645 | 21.61 | USD | |||||||||||||||
Luminus Special Opportunities I Onshore, L.P. |
10/15/2014 | BUY | 38,066 | 19.85 | USD | |||||||||||||||
Luminus Special Opportunities I Onshore, L.P. |
10/16/2014 | BUY | 37,320 | 20.43 | USD | |||||||||||||||
Luminus Special Opportunities I Onshore, L.P. |
10/17/2014 | BUY | 37,300 | 20.58 | USD | |||||||||||||||
Luminus Special Opportunities I Onshore, L.P. |
10/17/2014 | BUY | 37,339 | 20.63 | USD | |||||||||||||||
Luminus Special Opportunities I PIE Master, L.P. |
9/18/2014 | BUY | 141,025 | 22.53 | USD | |||||||||||||||
Luminus Special Opportunities I PIE Master, L.P. |
9/22/2014 | BUY | 31,339 | 22.59 | USD | |||||||||||||||
Luminus Special Opportunities I PIE Master, L.P. |
9/23/2014 | BUY | 31,339 | 22.43 | USD | |||||||||||||||
Luminus Special Opportunities I PIE Master, L.P. |
9/24/2014 | BUY | 31,338 | 22.12 | USD | |||||||||||||||
Luminus Special Opportunities I PIE Master, L.P. |
10/2/2014 | BUY | 125,355 | 21.61 | USD | |||||||||||||||
Luminus Special Opportunities I PIE Master, L.P. |
10/15/2014 | BUY | 63,934 | 19.85 | USD | |||||||||||||||
Luminus Special Opportunities I PIE Master, L.P. |
10/16/2014 | BUY | 62,680 | 20.43 | USD | |||||||||||||||
Luminus Special Opportunities I PIE Master, L.P. |
10/17/2014 | BUY | 62,661 | 20.58 | USD | |||||||||||||||
Luminus Special Opportunities I PIE Master, L.P. |
10/17/2014 | BUY | 62,700 | 20.63 | USD | |||||||||||||||
Vega Asset Partners, LP |
9/22/2014 | BUY | 10,000 | 22.56 | USD | |||||||||||||||
Vega Asset Partners, LP |
9/23/2014 | BUY | 10,000 | 22.45 | USD | |||||||||||||||
Vega Asset Partners, LP |
9/24/2014 | BUY | 30,000 | 22.14 | USD | |||||||||||||||
Vega Asset Partners, LP |
9/26/2014 | BUY | 10,000 | 21.64 | USD | |||||||||||||||
Vega Asset Partners, LP |
9/29/2014 | BUY | 20,000 | 21.76 | USD | |||||||||||||||
Vega Asset Partners, LP |
9/30/2014 | BUY | 10,000 | 21.80 | USD | |||||||||||||||
Vega Asset Partners, LP |
10/2/2014 | BUY | 10,000 | 21.60 | USD | |||||||||||||||
Vega Asset Partners, LP |
10/7/2014 | SELL | 20,000 | 22.10 | USD | |||||||||||||||
Vega Asset Partners, LP |
10/8/2014 | SELL | 30,000 | 22.15 | USD | |||||||||||||||
Vega Asset Partners, LP |
10/10/2014 | BUY | 20,000 | 21.52 | USD | |||||||||||||||
Vega Asset Partners, LP |
10/13/2014 | BUY | 40,000 | 21.06 | USD | |||||||||||||||
Vega Asset Partners, LP |
10/14/2014 | BUY | 50,000 | 20.78 | USD | |||||||||||||||
Vega Asset Partners, LP |
10/14/2014 | SELL | 20,000 | 20.84 | USD | |||||||||||||||
Vega Asset Partners, LP |
10/15/2014 | BUY | 40,000 | 19.98 | USD | |||||||||||||||
Vega Asset Partners, LP |
10/15/2014 | SELL | 10,000 | 20.24 | USD |
* | Excludes brokerage fees and commissions. All prices reported are average prices calculated within a $1.00 range. |
Exhibit 7.1
Third Amended and Restated 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: October 20, 2014
Luminus Management, LLC | ||||
By: | /s/ Jonathan Barrett | |||
Name: | Jonathan Barrett | |||
Title: | President | |||
Luminus Energy Partners Master Fund, Ltd. | ||||
By: | Luminus Management, LLC | |||
Its: | Investment Manager | |||
By: | /s/ Jonathan Barrett | |||
Name: | Jonathan Barrett | |||
Title: | President |
Luminus Special Opportunities I Onshore, L.P. | ||||
By: | Luminus Management, LLC | |||
Its: | Investment Manager | |||
By: | /s/ Jonathan Barrett | |||
Name: | Jonathan Barrett | |||
Title: | President | |||
Luminus Special Opportunities I PIE Master, L.P. | ||||
By: | Luminus Management, LLC | |||
Its: | Investment Manager | |||
By: | /s/ Jonathan Barrett | |||
Name: | Jonathan Barrett | |||
Title: | President | |||
Luminus Investment Partners Master Fund, L.P. | ||||
By: | Luminus Management, LLC | |||
Its: | Investment Manager | |||
By: | /s/ Jonathan Barrett | |||
Name: | Jonathan Barrett | |||
Title: | President |
2
LS Power Partners II, L.P. | ||||
By: | /s/ Darpan Kapadia | |||
Name: | Darpan Kapadia | |||
Title: | Managing Director | |||
LSP Cal Holdings II, LLC | ||||
By: | /s/ Darpan Kapadia | |||
Name: | Darpan Kapadia | |||
Title: | Managing Director | |||
Vega Energy GP, LLC | ||||
By: | /s/ Paul Segal | |||
Name: | Paul Segal | |||
Title: | President |
3
Vega Asset Partners, LP | ||||
By: | Vega Energy GP, LLC | |||
Its: | General Partner | |||
By: | /s/ Paul Segal | |||
Name: | Paul Segal | |||
Title: | President | |||
Farrington Management, LLC | ||||
By: | /s/ Mikhail Segal | |||
Name: | Mikhail Segal | |||
Title: | Vice President | |||
Farrington Capital, L.P. | ||||
By: | Farrington Management, LLC | |||
Its: | General Partner | |||
By: | /s/ Mikhail Segal | |||
Name: | Mikhail Segal | |||
Title: | Vice President |
4