-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N0gsMcz/xTlC2NAEHDqLU7dVaUOGdr0Uuzz05R9dGFGVm3q7so6gTVecJ+ddUPrF lcN7Fy6sOirFnJG+rDaIzA== 0000919574-09-015394.txt : 20090923 0000919574-09-015394.hdr.sgml : 20090923 20090923170343 ACCESSION NUMBER: 0000919574-09-015394 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090923 DATE AS OF CHANGE: 20090923 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CALPINE CORP CENTRAL INDEX KEY: 0000916457 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 770212977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48317 FILM NUMBER: 091083094 BUSINESS ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7138308775 MAIL ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. CENTRAL INDEX KEY: 0001233563 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O INTERNATIONAL FUND SERVICES LIMITED STREET 2: THIRD FL, BISHOP'S SQUARE REDMOND'S HILL CITY: DUBLIN 2 STATE: L2 ZIP: 00000 BUSINESS PHONE: 2125216972 MAIL ADDRESS: STREET 1: C/O INTERNATIONAL FUND SERVICES LIMITED STREET 2: THIRD FL, BISHOP'S SQUARE REDMOND'S HILL CITY: DUBLIN 2 STATE: L2 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: HARBERT DISTRESSED INVESTMENT MASTER FUND LTD DATE OF NAME CHANGE: 20030516 SC 13D/A 1 d1032206_13d-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 7) Calpine Corporation* - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 131347304 - -------------------------------------------------------------------------------- (CUSIP Number) Philip Falcone 450 Park Avenue 30th Floor New York, New York 10022 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 22, 2009 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) * IMPORTANT NOTE: THE SECURITIES SET FORTH IN THIS REPORT ARE DIRECTLY BENEFICIALLY OWNED BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. AND/OR HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. (COLLECTIVELY, THE "FUNDS"). ALL OTHER ENTITIES AND PERSONS ARE INCLUDED WITHIN THIS REPORT DUE TO THEIR AFFILIATION WITH ONE OR BOTH OF THE FUNDS. 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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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 person's 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 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). CUSIP No. 131347304 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harbinger Capital Partners Master Fund I, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (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) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 55,116,470 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 55,116,470 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 55,116,470 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.5% 14. TYPE OF REPORTING PERSON* CO CUSIP No. 131347304 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harbinger Capital Partners LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX 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 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 55,116,470 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 55,116,470 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 55,116,470 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.5% 14. TYPE OF REPORTING PERSON* OO CUSIP No. 131347304 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harbinger Capital Partners Special Situations Fund, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (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) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 31,863,577 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 31,863,577 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,863,577 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% 14. TYPE OF REPORTING PERSON* PN CUSIP No. 131347304 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harbinger Capital Partners Special Situations GP, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX 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 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 31,863,577 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 31,863,577 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,863,577 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% 14. TYPE OF REPORTING PERSON* OO CUSIP No. 131347304 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harbinger Holdings, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX 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 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 86,980,047 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 86,980,047 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 86,980,047 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.7% 14. TYPE OF REPORTING PERSON* OO CUSIP No. 131347304 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Philip Falcone 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 86,980,047 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 86,980,047 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 86,980,047 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.7% 14. TYPE OF REPORTING PERSON* IN CUSIP No. 131347304 --------------------- Item 1. Security and Issuer. NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON APRIL 30, 2009. - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- 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. - ---------- * 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. - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- 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) SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Harbinger Capital Partners Master Fund I, Ltd. By: Harbinger Capital Partners LLC By: Harbinger Holdings, LLC, Managing Member By: /s/ Philip Falcone ---------------------- Harbinger Capital Partners LLC By: Harbinger Holdings, LLC, Managing Member By: /s/ Philip Falcone ---------------------- Harbinger Capital Partners Special Situations Fund, L.P. By: Harbinger Capital Partners Special Situations GP, LLC By: Harbinger Holdings, LLC, Managing Member By: /s/ Philip Falcone ---------------------- Harbinger Capital Partners Special Situations GP, LLC By: Harbinger Holdings, LLC, Managing Member By: /s/ Philip Falcone ---------------------- Harbinger Holdings, LLC By: /s/ Philip Falcone ---------------------- /s/ Philip Falcone - ---------------------- Philip Falcone September 23, 2009 Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit A AGREEMENT The undersigned agree that this Schedule 13D, Amendment No. 7, dated September 23, 2009 relating to the Common Stock, $.001 par value of Calpine Corporation shall be filed on behalf of the undersigned. Harbinger Capital Partners Master Fund I, Ltd. By: Harbinger Capital Partners LLC By: Harbinger Holdings, LLC, Managing Member By: /s/ Philip Falcone ---------------------- Harbinger Capital Partners LLC By: Harbinger Holdings, LLC, Managing Member By: /s/ Philip Falcone ---------------------- Harbinger Capital Partners Special Situations Fund, L.P. By: Harbinger Capital Partners Special Situations GP, LLC By: Harbinger Holdings, LLC, Managing Member By: /s/ Philip Falcone ---------------------- Harbinger Capital Partners Special Situations GP, LLC By: Harbinger Holdings, LLC, Managing Member By: /s/ Philip Falcone ---------------------- Harbinger Holdings, LLC By: /s/ Philip Falcone ---------------------- /s/ Philip Falcone - ---------------------- Philip Falcone September 23, 2009 Exhibit B Transactions in the Common Stock, $.001 par value TRANSACTIONS BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. Date of Number of Shares Transaction Purchase/(Sold) Price per Share - ----------- --------------- --------------- 7/29/2009 2,120,959 (1) 8/14/2009 164,214 $12.52 8/20/2009 100,000 $11.98 8/20/2009 63,832 $12.26 TRANSACTIONS BY HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. Date of Number of Shares Transaction Purchase/(Sold) Price per Share - ----------- --------------- --------------- 7/09/2009 (706,426) $10.58 7/10/2009 (966,000) $10.31 7/13/2009 (1,000,000) $10.32 7/29/2009 663,471 (1) 9/16/2009 (965,800) $12.66 (1) On July 29, 2009, Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P. received 2,120,959 and 663,471 Shares, respectively, on account of certain claims under the sixth amended plan of reorganization of the Issuer and related debtors, dated December 17, 2007. SK 26666 0002 1032206 -----END PRIVACY-ENHANCED MESSAGE-----