Explanatory Note
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the “SEC”) on August 25, 2017 (as amended, the “Schedule 13D”), relating to the Common Stock, par value $0.001 per share (the “Common Stock”), of Calpine Corporation, a Delaware corporation (the “Issuer”).
Item 2.
Identity and Background
Item 2 of the Schedule 13D is hereby amended and supplemented to add CPN Management, LP, a Delaware limited partnership, as a Reporting Person.
Item 3.
Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
The total consideration paid in connection with the Merger was approximately $5.6 billion. The consideration was funded through equity contributions to Volt Parent by the Reporting Persons and certain other shareholders.
Item 4.
Purpose of Transaction.
Item 4 of the Schedule 13D is amended and supplemented as follows:
On March 8, 2018 (the “Closing Date”), pursuant to the Merger Agreement, Volt Merger Sub, Inc. (“Merger Sub”) merged with and into the Issuer, with the Issuer surviving as a subsidiary of Volt Parent. Pursuant to the Merger Agreement, each share of Common Stock (other than shares held directly by Volt Parent, shares held by the Issuer as treasury stock, shares that are subject to vesting or other applicable lapse restrictions, shares held by any subsidiary of either the Issuer or Volt Parent, shares held by Volt Holdings and shares pursuant to which dissenting rights under Delaware law have been properly exercised and not withdrawn or lost), was converted into the right to receive $15.25 in cash, and on the Closing Date was cancelled and ceased to exist.
Also on the Closing Date, pursuant to and in accordance with the terms of the Merger Agreement, the shares of Common Stock held by Volt Holdings were recapitalized into approximately 5.1597 shares of the surviving corporation, which Volt Holdings immediately contributed to Volt Parent. Volt Parent subsequently contributed all of the Common Stock then held by it to CPN Management, LP, resulting in the Issuer becoming a wholly owned subsidiary of CPN Management, LP.
Following the consummation of the transactions contemplated by the Merger Agreement, the Issuer’s Common Stock ceased to be listed on the New York Stock Exchange and will be deregistered under the Securities Exchange Act of 1934, as amended.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 of the Schedule 13D is amended and restated in its entirety as follows:
(a) — (b)
The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 105.1597 shares of Common Stock outstanding as of March 8, 2018.
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Reporting Person
|
|
Amount
beneficially
owned
|
|
Percent
of class
|
|
Sole
power to
vote or to
direct the
vote
|
|
Shared
power to
vote or to
direct the
vote
|
|
Sole
power to
dispose or
to direct
the
disposition
|
|
Shared
power to
dispose or
to direct
the
disposition
|
|
|
ECP ControlCo, LLC
|
|
105.1597
|
|
100
|
%
|
0
|
|
105.1597
|
|
0
|
|
105.1597
|
|
|
Energy Capital Partners III, LLC
|
|
105.1597
|
|
100
|
%
|
0
|
|
105.1597
|
|
0
|
|
105.1597
|
|
|
Energy Capital Partners GP III, LP
|
|
0
|
|
0
|
%
|
0
|
|
0
|
|
0
|
|
0
|
|
|
Energy Capital Partners III, LP
|
|
0
|
|
0
|
%
|
0
|
|
0
|
|
0
|
|
0
|
|
|
Energy Capital Partners III-A, LP
|
|
0
|
|
0
|
%
|
0
|
|
0
|
|
0
|
|
0
|
|
|
Energy Capital Partners III-B (Volt IP), LP
|
|
0
|
|
0
|
%
|
0
|
|
0
|
|
0
|
|
0
|
|
|
Energy Capital Partners III-C, LP
|
|
0
|
|
0
|
%
|
0
|
|
0
|
|
0
|
|
0
|
|
|
Volt Energy Holdings GP, LLC
|
|
0
|
|
0
|
%
|
0
|
|
0
|
|
0
|
|
0
|
|
|
Volt Energy Holdings, LP
|
|
0
|
|
0
|
%
|
0
|
|
0
|
|
0
|
|
0
|
|
|
Volt Parent GP, LLC
|
|
105.1597
|
|
100
|
%
|
0
|
|
105.1597
|
|
0
|
|
105.1597
|
|
|
Volt Parent, LP
|
|
0
|
|
0
|
%
|
0
|
|
0
|
|
0
|
|
0
|
|
|
CPN Management, LP
|
|
105.1597
|
|
100
|
%
|
0
|
|
105.1597
|
|
0
|
|
105.1597
|
|
CPN Management, LP is the record holder of all of the issued and outstanding shares of Common Stock.
ECP ControlCo is the sole managing member of ECP GP, which is the sole managing member of Volt Parent GP, which is the general partner of each of Volt Parent and CPN Management, LP. Douglas Kimmelman, Thomas Lane, Andrew Singer, Peter Labbat, Tyler Reeder and Rahman D’Argenio are the managing members of ECP ControlCo and share the power to vote and dispose of the securities beneficially owned by ECP ControlCo. As such, each of ECP ControlCo, ECP GP, Volt Parent GP and Messrs. Kimmelman, Lane, Singer, Labbat, Reeder and D’Argenio may be deemed to have or share beneficial ownership of the Common Stock held directly by CPN Management. Each such entity or individual disclaims any such beneficial ownership.
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ECP GP is also the general partner of ECP Fund GP, which is the general partner of each of the ECP Funds, which are the sole members of Volt GP, which is the general partner of Volt Holdings.
(c)
Except as described in Item 4, during the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in the Common Stock.
(d)
None.
(e)
Not applicable.
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