CUSIP No. 131347304
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Item 1. Security and Issuer.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON APRIL 30, 2009.
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Item 2. Identity and Background.
ITEM 2(B) OF THE SCHEDULE 13D/A FILED ON APRIL 30, 2009 IS HEREBY AMENDED AS
FOLLOWS (THE REMAINDER OF ITEM 2 FROM THE 13D/A FILED ON APRIL 30, 2009 REMAINS
IN EFFECT):
The principal business address for each of Harbinger LLC, the Special Fund,
HCPSS, Harbinger Holdings and Philip Falcone is 450 Park Avenue, 30th Floor, New
York, New York 10022.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof the Master Fund may be deemed to beneficially own
55,116,470 Shares.
As of the date hereof Harbinger LLC may be deemed to beneficially own
55,116,470 Shares.
As of the date hereof the Special Fund may be deemed to beneficially own
31,863,577 Shares.
As of the date hereof HCPSS may be deemed to beneficially own 31,863,577 Shares.
As of the date hereof Harbinger Holdings may be deemed to beneficially own
86,980,047 Shares.
As of the date hereof Philip Falcone may be deemed to beneficially own
86,980,047 Shares.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business.
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Item 4. Purpose of Transaction.
ITEM 4 TO THE SCHEDULE 13D/A FILED BY THE REPORTING PERSONS ON APRIL 30, 2009 IS
AMENDED BY ADDING THE FOLLOWING TO THE END THEREOF:
On September 22, 2009, the Issuer, the Master Fund and the Special Fund entered
into an underwriting agreement with Morgan Stanley & Co. Incorporated, as
underwriter. Pursuant to the underwriting agreement, the Master Fund agreed to
sell, and the underwriter agreed to purchase, 13,333,334 Shares, and the Special
Fund agreed to sell, and the underwriter agreed to purchase, 6,666,666 Shares,
in each case at a price of $ 11.40 per Share. In addition, the Master Fund
granted the underwriter a 30-day option to purchase up to 2,000,000 additional
Shares and the Special Fund granted the underwriter a 30-day option to purchase
up to 1,000,000 additional Shares. The public offering contemplated by the
underwriting agreement has been registered under Securities Act of 1933 and will
be completed on or about September 28, 2009. The underwriting agreement is filed
as Exhibit D.
The Master Fund and the Special Fund reserve the right to purchase or sell
Shares in the future if they deem it appropriate for their investors and the
metrics of their portoflios.
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Item 5. Interest in Securities of the Issuer.
(a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial
owner of 55,116,470* Shares, constituting 12.5% of the Shares of the Issuer,
based upon 442,384,931 Shares outstanding as of the date of this filing.
The Master Fund has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 55,116,470 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 55,116,470 Shares.
(a, b) As of the date hereof, Harbinger LLC may be deemed to be the
beneficial owner of 55,116,470* Shares, constituting 12.5% of the Shares of the
Issuer, based upon 442,384,931 Shares outstanding as of the date of this filing.
Harbinger LLC has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 55,116,470 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 55,116,470 Shares.
(a, b) As of the date hereof, the Special Fund may be deemed to be the
beneficial owner of 31,863,577** Shares, constituting 7.2% of the Shares of the
Issuer, based upon 442,384,931 Shares outstanding as of the date of this filing.
The Special Fund has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 31,863,577 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 31,863,577 Shares.
(a, b) As of the date hereof, HCPSS may be deemed to be the beneficial owner of
31,863,577** Shares, constituting 7.2% of the Shares of the Issuer, based upon
442,384,931 Shares outstanding as of the date of this filing.
HCPSS has the sole power to vote or direct the vote of 0 Shares; has the shared
power to vote or direct the vote of 31,863,577 Shares; has sole power to dispose
or direct the disposition of 0 Shares; and has shared power to dispose or direct
the disposition of 31,863,577 Shares.
(a, b) As of the date hereof, Harbinger Holdings may be deemed to be the
beneficial owner of 86,980,047*/** Shares, constituting 19.7% of the Shares of
the Issuer, based upon 442,384,931 Shares outstanding as of the date of this
filing.
Harbinger Holdings has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 86,980,047 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 86,980,047 Shares.
(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial
owner of 86,980,047*/** Shares, constituting 19.7% of the Shares of the Issuer,
based upon 442,384,931 Shares outstanding as of the date of this filing.
Mr. Falcone has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 86,980,047 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 86,980,047 Shares.
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* Includes 6,189,645 shares held by Kelson Investments, S.ar.l., an indirect
wholly owned subsidiary of the Master Fund and the Special Fund.
** Includes 3,092,603 shares held by Kelson Investments, S.ar.l., an indirect
wholly owned subsidiary of the Master Fund and the Special Fund.
(c) The trading dates, number of Shares purchased and sold and price per share
for all transactions and distributions in the Shares by the Reporting Persons in
the past sixty days are set forth in Exhibit B.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
ITEM 6 TO THE SCHEDULE 13D/A FILED BY THE REPORTING PERSONS ON APRIL 30, 2009 IS
AMENDED BY ADDING THE FOLLOWING TO THE END THEREOF:
On September 22, 2009, the Master Fund and the Special Fund entered into an
underwriting agreement. Pursuant to the underwriting agreement, the Master Fund
agreed to sell 13,333,334 Shares plus up to an additional 2,000,000 Shares at
the option of the underwriter, and the Special Fund agreed to sell 6,666,666
Shares plus up to an additional 1,000,000 Shares at the option of the
underwriter. See Item 4.
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Item 7. Material to be Filed as Exhibits.
THE FOLLOWING MATERIALS ARE FILED AS EXHIBITS TO THIS SCHEDULE 13D/A:
Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Shares of the Issuer
Exhibit D: Underwriting Agreement, dated September 22, 2009, among Calpine
Corporation, Harbinger Capital Partners Master Fund I, Ltd. and Harbinger
Capital Partners Special Situations Fund, L.P., as selling stockholders, and
Morgan Stanley & Co. Incorporated, as underwriter. (Incorporated by reference to
Exhibit 1.1 to the Current Report on Form 8-K of Calpine Corporation filed
September 23, 2009)
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