CPN / Calpine Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

CALPINE CORPORATION 4.625% SENIOR NOTES DUE 2029 Dated as of August 10, 2020 Wilmington Trust, National Association as Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions. 1 Section 1.02 Other

Exhibit 4.1 Execution Version CALPINE CORPORATION 4.625% SENIOR NOTES DUE 2029 INDENTURE Dated as of August 10, 2020 Wilmington Trust, National Association as Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions. 1 Section 1.02 Other Definitions. 11 Section 1.03 Rules of Construction. 11 ARTICLE 2 THE NOTES Section 2.01 Form and Dating. 12 Se

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2020 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission File

CALPINE CORPORATION 5.000% SENIOR NOTES DUE 2031 Dated as of August 10, 2020 Wilmington Trust, National Association as Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions. 1 Section 1.02 Other

Exhibit 4.2 Execution Version CALPINE CORPORATION 5.000% SENIOR NOTES DUE 2031 INDENTURE Dated as of August 10, 2020 Wilmington Trust, National Association as Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions. 1 Section 1.02 Other Definitions. 11 Section 1.03 Rules of Construction. 11 ARTICLE 2 THE NOTES Section 2.01 Form and Dating. 12 Se

CALPINE REPORTS SECOND QUARTER 2020 RESULTS

Exhibit 99.1 CONTACTS: NEWS RELEASE Media Relations: Investor Relations: Brett Kerr Bryan Kimzey 713-830-8809 713-830-8777 [email protected] [email protected] CALPINE REPORTS SECOND QUARTER 2020 RESULTS Summary of Second Quarter 2020 Financial Results (in millions): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 % Change 2020 2019 % Change Operating Revenues $ 1,744 $

Quarterly Report - CALPINE 10-Q FOR QUARTERLY PERIOD ENDED JUNE 30, 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-12079 Calpine Co

- 8-K - SECOND QUARTER 2020 EARNINGS RELEASE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2020 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission File

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2020 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission File Nu

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2020 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission File Num

CREDIT AGREEMENT Dated as of June 9, 2020 GEYSERS POWER COMPANY, LLC, as Borrower, THE GUARANTORS PARTY HERETO, as Guarantors, MUFG BANK, LTD. as Administrative Agent, MUFG UNION BANK, N.A. as First Lien Collateral Agent, and THE LENDERS AND ISSUING

Exhibit 10.1 Execution Version CREDIT AGREEMENT Dated as of June 9, 2020 among GEYSERS POWER COMPANY, LLC, as Borrower, THE GUARANTORS PARTY HERETO, as Guarantors, MUFG BANK, LTD. as Administrative Agent, MUFG UNION BANK, N.A. as First Lien Collateral Agent, and THE LENDERS AND ISSUING BANKS PARTIES HERETO with MIZUHO BANK, LTD., MUFG UNION BANK, N.A., NATIONAL BANK OF CANADA, SUMITOMO MITSUI BANK

Quarterly Report - CALPINE 10-Q FOR QUARTERLY PERIOD ENDED MARCH 31, 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-12079 Calpine C

CALPINE REPORTS FIRST QUARTER 2020 RESULTS

Exhibit 99.1 CONTACTS: NEWS RELEASE Media Relations: Investor Relations: Brett Kerr Bryan Kimzey 713-830-8809 713-830-8777 [email protected] [email protected] CALPINE REPORTS FIRST QUARTER 2020 RESULTS Summary of First Quarter 2020 Financial Results (in millions): Three Months Ended March 31, 2020 2019 % Change Operating Revenues $ 2,292 $ 2,599 (11.8 )% Income from operations $ 349 $

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2020 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission File Num

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2020 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission File Nu

Calpine Corporation Announces Community Support Efforts and Provides COVID-19 Operational and Financial Update

Exhibit 99.1 CONTACTS: NEWS RELEASE Media Contact: Investor Contact: Brett Kerr Vice President, External Affairs W. Bryan Kimzey Senior Vice President, Finance & Treasurer 713-830-8809 713-830-8775 [email protected] [email protected] Calpine Corporation Announces Community Support Efforts and Provides COVID-19 Operational and Financial Update (HOUSTON, Texas) – April 6, 2020 – As the C

February 28, 2020

Exhibit 16.1 February 28, 2020 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Calpine Corporation (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K of Calpine Corporation dated February 24, 2020. We agree with the statements concerning our F

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2020 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission Fil

CALPINE REPORTS FULL YEAR 2019 RESULTS

Exhibit 99.1 CONTACTS: NEWS RELEASE Media Relations: Investor Relations: Brett Kerr Bryan Kimzey Vice President, External Affairs Senior Vice President, Finance and Treasurer 713-830-8809 713-830-8777 [email protected] [email protected] CALPINE REPORTS FULL YEAR 2019 RESULTS Summary 2019 Financial Results (in millions): Year Ended December 31, 2019 2018 % Change Operating Revenues $ 10

Subsidiaries of the Company

EXHIBIT 21.1 Subsidiaries of the Company Entity Jurisdiction Anacapa Land Company, LLC Delaware Anderson Springs Energy Company, LLC California Auburndale Peaker Energy Center, LLC Delaware Aviation Funding Corp. Delaware Baytown Energy Center, LLC Delaware Bethpage Energy Center 3, LLC Delaware Bluestone Wind, LLC Delaware Butter Creek Energy Center, LLC Delaware Byron Highway Energy Center, LLC

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2020 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission Fil

CPN / Calpine Corp. 10-K - Annual Report - CALPINE 10-K FOR YEAR-ENDED DECEMBER 31, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-12079 Calpine Corporation (A Delaw

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2020 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission Fil

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2019 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission Fil

Calpine Corporation Announces Closing of Senior Notes Offering

Exhibit 99.1 CONTACTS: NEWS RELEASE Media Contact: Investor Contact: Brett Kerr W. Bryan Kimzey Vice President, External Affairs Senior Vice President, Finance & Treasurer 713-830-8809 713-830-8775 [email protected] [email protected] Calpine Corporation Announces Closing of Senior Notes Offering (HOUSTON, Texas) – December 27, 2019 – Calpine Corporation today announced the closing of $

CALPINE CORPORATION 5.125% SENIOR NOTES DUE 2028 Dated as of December 27, 2019 Wilmington Trust, National Association as Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions. 1 Section 1.02 Othe

Exhibit 4.1 Execution Version CALPINE CORPORATION 5.125% SENIOR NOTES DUE 2028 INDENTURE Dated as of December 27, 2019 Wilmington Trust, National Association as Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions. 1 Section 1.02 Other Definitions. 11 Section 1.03 Rules of Construction. 11 ARTICLE 2 THE NOTES Section 2.01 Form and Dating. 12

Calpine Corporation Announces Closing of Senior Secured Notes Offering

Exhibit 99.1 CONTACTS: NEWS RELEASE Media Contact: Investor Contact: Brett Kerr W. Bryan Kimzey Vice President, External Affairs Senior Vice President, Finance & Treasurer 713-830-8809 713-830-8775 [email protected] [email protected] Calpine Corporation Announces Closing of Senior Secured Notes Offering (HOUSTON, Texas) – December 20, 2019 – Calpine Corporation today announced the clos

CALPINE CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 4.500% SENIOR SECURED NOTES DUE 2028 Dated as of December 20, 2019 Wilmington Trust, National Association as Trustee TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Se

Execution Version CALPINE CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 4.500% SENIOR SECURED NOTES DUE 2028 INDENTURE Dated as of December 20, 2019 Wilmington Trust, National Association as Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions. 1 Section 1.02 Other Definitions. 29 Section 1.03 Rules of Construction. 29 ARTICLE 2 THE NOT

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2019 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission Fil

Calpine Corporation Announces a Cash Tender Offer for its 5.375% Senior Notes due 2023

Exhibit 99.2 CONTACTS: NEWS RELEASE Media Relations: Investor Relations: Brett Kerr W. Bryan Kimzey Vice President, External Affairs Senior Vice President, Finance & Treasurer 713-830-8809 713-830-8775 [email protected] [email protected] Calpine Corporation Announces a Cash Tender Offer for its 5.375% Senior Notes due 2023 (HOUSTON, Texas) – December 19, 2019 – Calpine Corporation anno

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2019 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission Fil

Calpine Corporation Announces Senior Notes Offering

Exhibit 99.1 CONTACTS: NEWS RELEASE Media Relations: Investor Relations: Brett Kerr W. Bryan Kimzey Vice President, External Affairs Senior Vice President, Finance & Treasurer 713-830-8809 713-830-8775 [email protected] [email protected] Calpine Corporation Announces Senior Notes Offering (HOUSTON, Texas) - December 19, 2019 - Calpine Corporation today announced that it intends to offe

Calpine Corporation Announces Upsizing and Pricing of Senior Secured Notes Offering

Exhibit 99.1 CONTACTS: NEWS RELEASE Media Relations: Investor Relations: Brett Kerr W. Bryan Kimzey Vice President, External Affairs Senior Vice President, Finance & Treasurer 713-830-8809 713-830-8775 [email protected] [email protected] Calpine Corporation Announces Upsizing and Pricing of Senior Secured Notes Offering (HOUSTON, Texas) – December 10, 2019 – Calpine Corporation today a

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2019 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission Fil

Calpine Corporation Announces Extension of Tender Offer for its 6.000% Senior Secured Notes due 2022 and Commencement of Tender Offer for its 5.875% Senior Secured Notes due 2024

Exhibit 99.2 CONTACTS: NEWS RELEASE Media Relations: Investor Relations: Brett Kerr W. Bryan Kimzey Vice President, External Affairs Senior Vice President, Finance & Treasurer 713-830-8809 713-830-8775 [email protected] [email protected] Calpine Corporation Announces Extension of Tender Offer for its 6.000% Senior Secured Notes due 2022 and Commencement of Tender Offer for its 5.875% S

Calpine Corporation Announces a Cash Tender Offer for its 6.000% Senior Secured Notes due 2022

Exhibit 99.2 CONTACTS: NEWS RELEASE Media Relations: Investor Relations: Brett Kerr W. Bryan Kimzey Vice President, External Affairs Senior Vice President, Finance & Treasurer 713-830-8809 713-830-8775 [email protected] [email protected] Calpine Corporation Announces a Cash Tender Offer for its 6.000% Senior Secured Notes due 2022 (HOUSTON, Texas) – December 10, 2019 – Calpine Corporat

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2019 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission Fil

Calpine Corporation Announces Senior Secured Notes Offering

Exhibit 99.1 CONTACTS: NEWS RELEASE Media Relations: Investor Relations: Brett Kerr W. Bryan Kimzey Vice President, External Affairs Senior Vice President, Finance & Treasurer 713-830-8809 713-830-8775 [email protected] [email protected] Calpine Corporation Announces Senior Secured Notes Offering (HOUSTON, Texas) – December 10, 2019 – Calpine Corporation today announced that it intends

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2019 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission Fil

CPN / Calpine Corp. 10-Q - Quarterly Report - CALPINE 10-Q FOR QUARTERLY PERIOD ENDED SEPTEMBER 30, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-12079 Calpi

CALPINE REPORTS THIRD QUARTER 2019 RESULTS

Exhibit 99.1 CONTACTS: NEWS RELEASE Media Relations: Investor Relations: Brett Kerr Bryan Kimzey 713-830-8809 713-830-8777 [email protected] [email protected] CALPINE REPORTS THIRD QUARTER 2019 RESULTS Summary of Third Quarter 2019 Financial Results (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 % Change 2019 2018 % Change Operating Revenues $

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2019 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission File

CREDIT AGREEMENT among CALPINE CORPORATION, as Borrower and THE LENDERS PARTY HERETO, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and MUFG UNION BANK, N.A., as Collateral Agent Dated as of August 12, 2019 CREDIT SUISSE LOAN F

Exhibit 10.2 Execution Version CREDIT AGREEMENT among CALPINE CORPORATION, as Borrower and THE LENDERS PARTY HERETO, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and MUFG UNION BANK, N.A., as Collateral Agent Dated as of August 12, 2019 CREDIT SUISSE LOAN FUNDING LLC, BOFA SECURITIES INC., BARCLAYS BANK PLC, BNP PARIBAS SECURITIES CORP., CITIGROUP GLOBAL MARKETS INC., CREDI

AMENDMENT NO. 10 CREDIT AGREEMENT

Exhibit 10.1 Execution Version AMENDMENT NO. 10 TO CREDIT AGREEMENT This AMENDMENT NO. 10 to the Credit Agreement, dated as of August 12, 2019 (this “Amendment”), is entered into among CALPINE CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors, MUFG Bank, Ltd. (f/k/a The Bank of Tokyo- Mitsubishi UFJ, Ltd.) (“MUFG”), as administrative agent (in such capacity and including any suc

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2019 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission File

Total Class B Interest subject to vesting (as of the Date of Grant) Incremental Vesting of Award (as of annual vesting dates) June 28, 2019: 0.1100% March 8, 2019: 0.022% March 8, 2020: 0.022% March 8, 2021: 0.022% March 8, 2022: 0.022% March 8, 2023

EX-10.5 4 exhibit105-awardagreementc.htm AWARD AGREEMENT OF CLASS B INTEREST - CHARLES GATES Exhibit 10.5 CPN MANAGEMENT, LP 717 TEXAS AVENUE SUITE 100 HOUSTON, TEXAS 77002 June 28, 2019 Charles Gates Re: Award of Class B Interest in CPN Management, LP Dear Sir/Madam: Reference is made to that certain Second Amended and Restated Limited Partnership Agreement of CPN Management, LP, a Delaware limit

CPN / Calpine Corp. 10-Q - Quarterly Report - CALPINE 10-Q FOR QUARTERLY PERIOD ENDED JUNE 30, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-12079 Calpine Co

AMENDMENT TO CLASS B INTEREST AWARD AGREEMENT

Exhibit 10.3 AMENDMENT TO CLASS B INTEREST AWARD AGREEMENT This Amendment to the Class B Interest Award Agreement (this “Amendment”) is made and entered into effective as of April 26, 2019 (the “Amendment Date”) by and between CPN Management LP, a Delaware limited partnership (“CPN Management”), and Charles Gates (the “Employee”), an employee of Calpine Corporation, a Delaware corporation and a wh

AMENDMENT TO CLASS B INTEREST AWARD AGREEMENT

Exhibit 10.4 AMENDMENT TO CLASS B INTEREST AWARD AGREEMENT This Amendment to the Class B Interest Award Agreement (this “Amendment”) is made and entered into effective as of July 23, 2019 (the “Amendment Date”) by and between CPN Management LP, a Delaware limited partnership (“CPN Management”), and Charles Gates (the “Employee”), an employee of Calpine Corporation, a Delaware corporation and a who

[Calpine Letterhead]

Exhibit 10.6 [Calpine Letterhead] August 7, 2019 Charles Gates Re: Bonus Payment Dear Mr. Gates: We refer to that certain Class B Interest Award Agreements, effective March 8, 2018 and August 29, 2018, between CPN Management, LP, a Delaware limited partnership (“CPN”) and you, as amended, (together the “2018 Agreements”) and that certain Class B Interest Award Agreement, effective June 28, 2019 be

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2019 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission File Nu

CALPINE REPORTS SECOND QUARTER 2019 RESULTS

Exhibit 99.1 CONTACTS: NEWS RELEASE Media Relations: Investor Relations: Brett Kerr Bryan Kimzey 713-830-8809 713-830-8777 [email protected] [email protected] CALPINE REPORTS SECOND QUARTER 2019 RESULTS Summary of Second Quarter 2019 Financial Results (in millions): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 % Change 2019 2018 % Change Operating Revenues $ 2,599 $

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2019 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission File Nu

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2019 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission File Num

CALPINE REPORTS FIRST QUARTER 2019 RESULTS

Exhibit 99.1 CONTACTS: NEWS RELEASE Media Relations: Investor Relations: Brett Kerr Bryan Kimzey 713-830-8809 713-830-8777 [email protected] [email protected] CALPINE REPORTS FIRST QUARTER 2019 RESULTS Summary of First Quarter 2019 Financial Results (in millions): Three Months Ended March 31, 2019 2018 % Change Operating Revenues $ 2,599 $ 2,009 29.4 % Income (loss) from operations $ 3

CPN / Calpine Corp. 10-Q Quarterly Report CALPINE 10-Q FOR QUARTERLY PERIOD ENDED MARCH 31, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-12079 Calpine C

AMENDMENT NO. 9 CREDIT AGREEMENT

EX-10.1 2 exhibit101-calpinerevolver.htm EXHIBIT 10.1 - AMENDMENT NO 9 TO REVOLVER Exhibit 10.1 Execution Version AMENDMENT NO. 9 TO CREDIT AGREEMENT This AMENDMENT NO. 9 to the Credit Agreement, dated as of April 5, 2019 (this “Amendment”), is entered into among CALPINE CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors, MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, L

CREDIT AGREEMENT among CALPINE CORPORATION, as Borrower and THE LENDERS PARTY HERETO, and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and MUFG UNION BANK, N.A., as Collateral Agent Dated as of April 5, 2019 MORGAN STANLEY SENIOR FUND

Exhibit 10.2 CREDIT AGREEMENT among CALPINE CORPORATION, as Borrower and THE LENDERS PARTY HERETO, and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and MUFG UNION BANK, N.A., as Collateral Agent Dated as of April 5, 2019 MORGAN STANLEY SENIOR FUNDING, INC., BNP PARIBAS SECURITIES CORP., CITIGROUP GLOBAL MARKETS INC., CREDIT SUISSE SECURITIES (USA) LLC, DEUTSCHE BANK SECURITIES INC.

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2019 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission File Nu

Sincerely, Calpine Corporation By: /s/ HETHER BENJAMIN BROWN Name: Hether Benjamin Brown Title: Sr. Vice President, Chief Administrative Officer ACKNOWLEDGED & AGREED Charles M. Gates By: /s/ CHARLES M. GATES Name: Charles M. Gates Title: Executive V

Exhibit10.2.4.1 August 29, 2018 By Mail Charles M. Gates 777 Preston Street, Apt #37H Houston, TX 77002 Re: Letter Addressing Code Section 280G Gross-Up and Retirement Severance Benefit Dear Charlie: This letter will serve to (i) summarize for you important details associated with your compensation, including the addition of a tax-gross up for excise taxes incurred under Section 4999 of the Intern

CPN / Calpine Corp. CALPINE 10-K FOR YEAR-ENDED DECEMBER 31, 2018 (Annual Report)

10-K 1 cpn10kx12312018.htm CALPINE 10-K FOR YEAR-ENDED DECEMBER 31, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition

Total Class B Interest subject to vesting (as of the Date of Grant) Incremental Vesting of Award (as of annual vesting dates) [ ], 2018: [ ]% March 8, 2019: 20% March 8, 2020: 20% March 8, 2021: 20% March 8, 2022: 20% March 8, 2023: 20%

Exhibit 10.2.8 CPN MANAGEMENT, LP 717 TEXAS AVENUE SUITE 100 HOUSTON, TEXAS 77002 [ Date ] [Employee address] Re: Award of Class B Interest in CPN Management, LP Dear Sir/Madam: Reference is made to that certain Second Amended and Restated Limited Partnership Agreement of CPN Management, LP, a Delaware limited partnership (“CPN Management”), dated and effective as of August 29, 2018 (as it may be

Subsidiaries of the Company

EXHIBIT 21.1 Subsidiaries of the Company Entity Jurisdiction 1066917 Ontario Inc. Ontario Anacapa Land Company, LLC Delaware Anderson Springs Energy Company California Auburndale Peaker Energy Center, LLC Delaware Aviation Funding Corp. Delaware Baytown Energy Center, LLC Delaware Bethpage Energy Center 3, LLC Delaware Big Blue River Wind Farm, LLC Delaware Bluestone Wind, LLC Delaware Butter Cree

CALPINE REPORTS FULL YEAR 2018 RESULTS

EX-99.1 2 cpn-8kexhibit991xq4x2018.htm EXHIBIT 99.1 - CALPINE CORPORATION PRESS RELEASE DATED MARCH 8, 2019 Exhibit 99.1 CONTACTS: NEWS RELEASE Media Relations: Investor Relations: Brett Kerr Bryan Kimzey 713-830-8809 713-830-8777 [email protected] [email protected] CALPINE REPORTS FULL YEAR 2018 RESULTS Summary 2018 Financial Results (in millions): Year Ended December 31, 2018 2017 %

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2019 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission File Nu

CPN / Calpine Corp. CALPINE CORPORATION FORM 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212

SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT CPN Management, LP a Delaware Limited Partnership effective as of August 29, 2018

EX-10.1 2 exhibit101-arlpaofcpnmanag.htm EXHIBIT 10.1 - SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT Exhibit 10.1 Execution Version SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CPN Management, LP a Delaware Limited Partnership effective as of August 29, 2018 PARTNERSHIP INTERESTS IN CPN MANAGEMENT, LP, A DELAWARE LIMITED PARTNERSHIP, HAVE NOT BEEN REGISTERED WITH OR QU

CPN / Calpine Corp. CALPINE 10-Q FOR QUARTERLY PERIOD ENDED SEPTEMBER 30, 2018 (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-12079 Calpi

CALPINE CORPORATION AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

EXHIBIT 10.1 Execution Versions CALPINE CORPORATION AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is hereby entered into as of August 29, 2018, by and between Calpine Corporation (the “Company”) and John B. Hill (“Executive”) (hereinafter collectively referred to as “the parties”). From and after March 8, 2018 (the “

CALPINE CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT

EXHIBIT 10.3 Execution Version CALPINE CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT (this “Agreement”) is hereby entered into as of August 29, 2018, by and between Calpine Corporation (the “Company”) and Zamir Rauf (“Executive”) (hereinafter collectively referred to as “the parties”) and shall be effective from and after March 8, 2018 (the “Effective Date”). W I T N E S S E T H : WHER

CALPINE CORPORATION RESTRICTIVE COVENANT AGREEMENT

EXHIBIT 10.4 Execution Version CALPINE CORPORATION RESTRICTIVE COVENANT AGREEMENT The following agreement (this “Agreement”) is hereby entered into as of August 29, 2018, by and between Calpine Corporation (the “Company”) and Zamir Rauf (“Executive”). In connection with Executive’s employment with the Company and for and in consideration of the payments and benefits provided in the employment agre

Current Report

8-K 1 cpn8kxaugustx2018.htm 8-K - AUGUST 30, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2018 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or othe

CALPINE CORPORATION AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

EX-10.2 3 exhibit102-employmentagree.htm EXHIBIT 10.2 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT - THAD MILLER EXHIBIT 10.2 Execution Version CALPINE CORPORATION AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT (this “Agreement”) is hereby entered into as of August 29, 2018, by and between Calpine Corporation (the “Company”) and Thaddeus Miller (“Executive”) (hereinafter

CPN / Calpine Corp. CALPINE 10-Q FOR QUARTERLY PERIOD ENDED JUNE 30, 2018 (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-12079 Calpine Co

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT CPN Management, LP a Delaware Limited Partnership effective as of March 8, 2018

EX-10.1 2 exhibit101-arlpaofcpnmanag.htm EXHIBIT 10.1 - AMENDMENT AND RESTATED LIMITED PARTNERSHIP AGREEMENT Exhibit 10.1 Execution Version AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CPN Management, LP a Delaware Limited Partnership effective as of March 8, 2018 PARTNERSHIP INTERESTS IN CPN MANAGEMENT, LP, A DELAWARE LIMITED PARTNERSHIP, HAVE NOT BEEN REGISTERED WITH OR QUALIFIED BY THE

Current Report

8-K 1 cpn8kxelectionxofxnewxdir.htm 8-K - ELECTION OF NEW DIRECTOR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2018 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977

AMENDMENT NO. 8 CREDIT AGREEMENT

EXHIBIT 10.1 Execution Version AMENDMENT NO. 8 TO CREDIT AGREEMENT This AMENDMENT NO. 8 to the Credit Agreement, dated as of May 18, 2018 (this “Amendment”), is entered into among CALPINE CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors, MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.) (“MUFG”), as administrative agent (in such capacity and including any successor

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2018 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission File Num

Total Class B Interest subject to vesting (as of the Date of Grant) Incremental Vesting of Award (as of annual vesting dates) March 8, 2018: [ ]% March 8, 2019: 20% March 8, 2020: 20% March 8, 2021: 20% March 8, 2022: 20% March 8, 2023: 20%

Exhibit 10.2 CPN MANAGEMENT, LP 717 TEXAS AVENUE SUITE 100 HOUSTON, TEXAS 77002 [], 2018 [Employee address] Re: Award of Class B Interest in CPN Management, LP Dear Sir/Madam: Reference is made to that certain Amended and Restated Limited Partnership Agreement of CPN Management, LP, a Delaware limited partnership (“CPN Management”), dated and effective as of March 8, 2018 (as it may be amended, mo

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT CPN Management, LP a Delaware Limited Partnership effective as of March 8, 2018

Exhibit 10.1 Execution Version AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CPN Management, LP a Delaware Limited Partnership effective as of March 8, 2018 PARTNERSHIP INTERESTS IN CPN MANAGEMENT, LP, A DELAWARE LIMITED PARTNERSHIP, HAVE NOT BEEN REGISTERED WITH OR QUALIFIED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE. THE INTERESTS A

CPN / Calpine Corp. CALPINE 10-Q FOR QUARTERLY PERIOD ENDED MARCH 31, 2018 (Quarterly Report)

10-Q 1 cpn10qx03312018.htm CALPINE 10-Q FOR QUARTERLY PERIOD ENDED MARCH 31, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

LETTER

Mail Stop 3561 May 7, 2018 Zamir Rauf Chief Financial Officer Calpine Corporation 717 Texas Avenue, Suite 1000 Houston, Texas 77002 Re: Calpine Corporation Form 10-K for the Fiscal Year Ended December 31, 2017 Filed February 16, 2018 File No.

CPN / Calpine Corp. CORRESP

717 TEXAS AVENUE, SUITE 1000 HOUSTON, TX 77002 April 27, 2018 VIA EDGAR Ms. Jennifer Thompson Accounting Branch Chief Office of Consumer Products United States Securities and Exchange Commission 100 F Street, NE Mail Stop 3561 Washington, D.C. 20549-3561 RE: Calpine Corporation Form 10-K for Fiscal Year Ended December 31, 2017, filed February 16, 2018 (File No. 001-12079) (the “2017 Form 10-K”) Re

CPN / Calpine Corp. CORRESP

717 TEXAS AVENUE, SUITE 1000 HOUSTON, TX 77002 April 19, 2018 VIA EDGAR Ms. Jennifer Thompson Accounting Branch Chief Office of Consumer Products United States Securities and Exchange Commission 100 F Street, NE Mail Stop 3561 Washington, D.C. 20549-3561 RE: Calpine Corporation Form 10-K for Fiscal Year Ended December 31, 2017, filed on February 16, 2018 File No. 001-12079 Dear Ms. Thompson: We ar

THIRD AMENDED AND RESTATED CALPINE CORPORATION As effective on April 9, 2018 THIRD AMENDED AND RESTATED CALPINE CORPOATION

EXHIBIT 3.3 THIRD AMENDED AND RESTATED BY-LAWS OF CALPINE CORPORATION As effective on April 9, 2018 THIRD AMENDED AND RESTATED BY-LAWS OF CALPINE CORPOATION PREAMBLE These by-laws (these “By-Laws”) are subject to, and governed by, the General Corporation Law of the State of Delaware (the “DGCL”) and the certificate of incorporation of Calpine Corporation, a Delaware corporation (the “Corporation”)

FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CALPINE CORPORATION (the “Corporation”)

EXHIBIT 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CALPINE CORPORATION (the “Corporation”) FIRST: The name of the Corporation is “Calpine Corporation”. SECOND: The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporati

THIRDFOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CALPINE CORPORATION (the “Corporation”)

EXHIBIT 3.2 THIRDFOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CALPINE CORPORATION (the “Corporation”) FIRST: The name of the Corporation is “Calpine Corporation”. SECOND: The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corp

SECONDTHIRD AMENDED AND RESTATED CALPINE CORPORATION As effective on March 8April 9, 2018 SECONDTHIRD AMENDED AND RESTATED CALPINE CORPOATION

EX-3.4 5 exhibit34-bylawsofcalpinec.htm THIRD AMENDED AND RESTATED BY-LAWS OF CALPINE - MARKED EXHIBIT 3.4 SECONDTHIRD AMENDED AND RESTATED BY-LAWS OF CALPINE CORPORATION As effective on March 8April 9, 2018 SECONDTHIRD AMENDED AND RESTATED BY-LAWS OF CALPINE CORPOATION PREAMBLE These by-laws (these “By-Laws”) are subject to, and governed by, the General Corporation Law of the State of Delaware (t

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2018 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission File Nu

LETTER

Mail Stop 3561 April 5, 2018 Zamir Rauf Chief Financial Officer Calpine Corporation 717 Texas Avenue, Suite 1000 Houston, Texas 77002 Re: Calpine Corporation Form 10-K for the Fiscal Year Ended December 31, 2017 Filed February 16, 2018 File No.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2018 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission File N

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on March 26, 2018, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-

CPN / Calpine Corp. / Energy Capital Partners Iii, Lp - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Calpine Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 131347304 (CUSIP Number) Chr

CPN / Calpine Corp. / CANADA PENSION PLAN INVESTMENT BOARD - AMENDMENT NO. 1 Activist Investment

SC 13D/A 1 ss83249sc13da.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Calpine Corporation (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 131347304 (CUSIP Number) Patrice Walch-Watson Canada Pension Plan Investment Board One Queen Street

STOCKHOLDERS AGREEMENT CALPINE CORPORATION

EX-4.1 4 exhibit41-stockholdersagre.htm STOCKHOLDERS AGREEMENT BETWEEN CALPINE CORPORATION AND CPN MANAGEMENT LP EXHIBIT 4.1 STOCKHOLDERS AGREEMENT OF CALPINE CORPORATION This STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of March 8, 2018, by and among Calpine Corporation, a Delaware corporation (the “Company”), CPN Management, LP, a Delaware limited partnership (“CPN Management”),

CONSORTIUM LED BY ENERGY CAPITAL PARTNERS COMPLETES ACQUISITION OF CALPINE CORPORATION; ANNOUNCES MANAGEMENT ROLES AND BOARD OF

Exhibit 99.1 CONTACTS: NEWS RELEASE For Calpine Media Relations: Investor Relations: Brett Kerr Bryan Kimzey 713-830-8809 713-830-8775 [email protected] [email protected] Sard Verbinnen & Co. Frances Jeter (Houston) / Jared Levy & Patrick Scanlan (New York) (832) 687-5120 / (212) 687-8080 [email protected] CONSORTIUM LED BY ENERGY CAPITAL PARTNERS COMPLETES ACQUISITION OF CALPIN

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2018 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission File Nu

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CALPINE CORPORATION (the “Corporation”)

EX-3.1 2 exhibit31-secondamendedand.htm THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CALPINE CORPORATION EXHIBIT 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CALPINE CORPORATION (the “Corporation”) FIRST: The name of the Corporation is “Calpine Corporation”. SECOND: The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls

SECOND AMENDED AND RESTATED CALPINE CORPORATION As effective on March 8, 2018 SECOND AMENDED AND RESTATED CALPINE CORPOATION

EXHIBIT 3.2 SECOND AMENDED AND RESTATED BY-LAWS OF CALPINE CORPORATION As effective on March 8, 2018 SECOND AMENDED AND RESTATED BY-LAWS OF CALPINE CORPOATION PREAMBLE These by-laws (these “By-Laws”) are subject to, and governed by, the General Corporation Law of the State of Delaware (the “DGCL”) and the certificate of incorporation of Calpine Corporation, a Delaware corporation (the “Corporation

CPN / Calpine Corp. POST EFFECTIVE AMENDMENT NO 1 TO FORM S-8 REGISTRATION STATEMENT

S-8 POS 1 cpns-8xposxmergerxclosexp.htm POST EFFECTIVE AMENDMENT NO 1 TO FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on March 7, 2018 Registration No. 333-217830 Registration No. 333-188863 Registration No. 333-167028 Registration No. 333-149074 Registration No. 333-117461 Registration No. 333-117460 Registration No. 333-115487 Registration No. 333-106733 R

CPN / Calpine Corp. POST EFFECTIVE AMENDMENT NO 1 TO FORM S-8 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 7, 2018 Registration No.

CPN / Calpine Corp. POST EFFECTIVE AMENDMENT NO 1 TO FORM S-8 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 7, 2018 Registration No.

CPN / Calpine Corp. POST EFFECTIVE AMENDMENT NO 1 TO FORM S-8 REGISTRATION STATEMENT

S-8 POS 1 cpns-8xposxmergerxclosexp.htm POST EFFECTIVE AMENDMENT NO 1 TO FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on March 7, 2018 Registration No. 333-217830 Registration No. 333-188863 Registration No. 333-167028 Registration No. 333-149074 Registration No. 333-117461 Registration No. 333-117460 Registration No. 333-115487 Registration No. 333-106733 R

CPN / Calpine Corp. POST EFFECTIVE AMENDMENT NO 1 TO FORM S-8 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 7, 2018 Registration No.

CPN / Calpine Corp. POST EFFECTIVE AMENDMENT NO 1 TO FORM S-8 REGISTRATION STATEMENT

S-8 POS 1 cpns-8xposxmergerxclosexp.htm POST EFFECTIVE AMENDMENT NO 1 TO FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on March 7, 2018 Registration No. 333-217830 Registration No. 333-188863 Registration No. 333-167028 Registration No. 333-149074 Registration No. 333-117461 Registration No. 333-117460 Registration No. 333-115487 Registration No. 333-106733 R

CPN / Calpine Corp. POST EFFECTIVE AMENDMENT NO 1 TO FORM S-8 REGISTRATION STATEMENT

S-8 POS 1 cpns-8xposxmergerxclosexp.htm POST EFFECTIVE AMENDMENT NO 1 TO FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on March 7, 2018 Registration No. 333-217830 Registration No. 333-188863 Registration No. 333-167028 Registration No. 333-149074 Registration No. 333-117461 Registration No. 333-117460 Registration No. 333-115487 Registration No. 333-106733 R

CPN / Calpine Corp. POST EFFECTIVE AMENDMENT NO 1 TO FORM S-8 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 7, 2018 Registration No.

CPN / Calpine Corp. POST EFFECTIVE AMENDMENT NO 1 TO FORM S-8 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 7, 2018 Registration No.

CPN / Calpine Corp. POST EFFECTIVE AMENDMENT NO 1 TO FORM S-8 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 7, 2018 Registration No.

CPN / Calpine Corp. POST EFFECTIVE AMENDMENT NO 1 TO FORM S-8 REGISTRATION STATEMENT

S-8 POS 1 cpns-8xposxmergerxclosexp.htm POST EFFECTIVE AMENDMENT NO 1 TO FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on March 7, 2018 Registration No. 333-217830 Registration No. 333-188863 Registration No. 333-167028 Registration No. 333-149074 Registration No. 333-117461 Registration No. 333-117460 Registration No. 333-115487 Registration No. 333-106733 R

CPN / Calpine Corp. POST EFFECTIVE AMENDMENT NO 1 TO FORM S-8 REGISTRATION STATEMENT

S-8 POS 1 cpns-8xposxmergerxclosexp.htm POST EFFECTIVE AMENDMENT NO 1 TO FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on March 7, 2018 Registration No. 333-217830 Registration No. 333-188863 Registration No. 333-167028 Registration No. 333-149074 Registration No. 333-117461 Registration No. 333-117460 Registration No. 333-115487 Registration No. 333-106733 R

CPN / Calpine Corp. POST EFFECTIVE AMENDMENT NO 1 TO FORM S-8 REGISTRATION STATEMENT

S-8 POS 1 cpns-8xmergerxclosexpostx.htm POST EFFECTIVE AMENDMENT NO 1 TO FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on March 7, 2018 Registration No. 333-217830 Registration No. 333-188863 Registration No. 333-167028 Registration No. 333-149074 Registration No. 333-117461 Registration No. 333-117460 Registration No. 333-115487 Registration No. 333-106733 R

CPN / Calpine Corp. POST EFFECTIVE AMENDMENT NO 1 TO FORM S-3 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 7, 2018 Registration No.

CPN / Calpine Corp. POST EFFECTIVE AMENDMENT NO 1 TO FORM S-3 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 7, 2018 Registration No.

CPN / Calpine Corp. POST EFFECTIVE AMENDMENT NO 1 TO FORM S-3 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 7, 2018 Registration No.

CPN / Calpine Corp. POST EFFECTIVE AMENDMENT NO 1 TO FORM S-3 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 7, 2018 Registration No.

CPN / Calpine Corp. POST EFFECTIVE AMENDMENT NO 1 TO FORM S-3 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 7, 2018 Registration No.

CPN / Calpine Corp. POST EFFECTIVE AMENDMENT NO 1 TO FORM S-3 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 7, 2018 Registration No.

CPN / Calpine Corp. POST EFFECTIVE AMENDMENT NO 1 TO FORM S-3 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 7, 2018 Registration No.

CPN / Calpine Corp. POST EFFECTIVE AMENDMENT NO 1 TO FORM S-3 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 7, 2018 Registration No.

CPN / Calpine Corp. POST EFFECTIVE AMENDMENT NO 1 TO FORM S-3 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 7, 2018 Registration No.

CPN / Calpine Corp. POST EFFECTIVE AMENDMENT NO 1 TO FORM S-3 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 7, 2018 Registration No.

CPN / Calpine Corp. POST EFFECTIVE AMENDMENT NO 1 TO FORM S-3 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 7, 2018 Registration No.

CPN / Calpine Corp. POST EFFECTIVE AMENDMENT NO 1 TO FORM S-3 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 7, 2018 Registration No.

Current Report

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2018 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commi

CPN / Calpine Corp. CALPINE 10-K FOR YEAR-ENDED DECEMBER 31, 2017 (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-12079 Calpine Corporation (A Delaw

Subsidiaries of the Company

EX-21.1 4 cpnexhibit211x12312017.htm SUBSIDIARIES OF THE COMPANY EXHIBIT 21.1 Subsidiaries of the Company Entity Jurisdiction 1066917 Ontario Inc. Ontario Anacapa Land Company, LLC Delaware Anderson Springs Energy Company California Auburndale Peaker Energy Center, LLC Delaware Aviation Funding Corp. Delaware Baytown Energy Center, LLC Delaware Bethpage Energy Center 3, LLC Delaware Big Blue River

[Signature Page Follows]

EX-10.2.3.3 2 cpnexhibit10233xmillerlet.htm LETTER AGREEMENT BETWEEN COMPANY AND W. THAD MILLER Exhibit 10.2.3.3 December 29, 2017 By Mail W. Thaddeus Miller 71 S. Palmiera Circle The Woodlands, TX 77382 Re: Your Employment Agreement Dear Thad: As you are aware, the Amended and Restated Executive Employment Agreement (the “Employment Agreement”), entered into as of December 18, 2015, by and betwee

CALPINE CORPORATION Computation of Ratio of Earnings to Fixed Charges (Dollars in millions) Years Ended December 31, 2017 2016 2015 2014 2013 Earnings Income (loss) before income taxes $ (313 ) $ 159 $ 173 $ 983 $ 20 Less: Income from unconsolidated

EXHIBIT 12.1 CALPINE CORPORATION Computation of Ratio of Earnings to Fixed Charges (Dollars in millions) Years Ended December 31, 2017 2016 2015 2014 2013 Earnings Income (loss) before income taxes $ (313 ) $ 159 $ 173 $ 983 $ 20 Less: Income from unconsolidated investments in power plants (22 ) (24 ) (24 ) (25 ) (30 ) Interest capitalized (26 ) (21 ) (15 ) (19 ) (38 ) Preferred securities dividen

CPN / Calpine Corp. / VANGUARD GROUP INC Passive Investment

calpinecorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: Calpine Corp Title of Class of Securities: Common Stock CUSIP Number: 131347304 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to designat

Current Report

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2017 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commi

Calpine Corporation Announces Closings of Senior Secured Notes Offering and Term Loan Facility

EX-99.1 3 exhibit991-dec2017calpine.htm EXHIBIT 99.1 - CALPINE CORPORATION PRESS RELEASE DATED DECEMBER 15, 2017 Exhibit 99.1 CONTACTS: NEWS RELEASE Media Relations: Investor Relations: Brett Kerr Bryan Kimzey 713-830-8809 713-830-8775 [email protected] [email protected] Calpine Corporation Announces Closings of Senior Secured Notes Offering and Term Loan Facility (HOUSTON, Texas) – De

CREDIT AGREEMENT CALPINE CONSTRUCTION FINANCE COMPANY, L.P., as Borrower THE LENDERS PARTY HERETO, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent SUMITOMO MITSUI BANKING CORPORATION ING CAPITAL LLC, as Co-Manage

EX-10.1 2 exhibit101-creditagreement.htm CREDIT AGREEMENT DATED DECEMBER 15, 2017 EXHIBIT 10.1 EXECUTION VERSION CREDIT AGREEMENT among CALPINE CONSTRUCTION FINANCE COMPANY, L.P., as Borrower and THE LENDERS PARTY HERETO, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent and SUMITOMO MITSUI BANKING CORPORATION and ING CAPITAL LLC, as Co-Managers Dated as of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2017 CALPINE CORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2017 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission Fil

CPN / Calpine Corp. SHAREHOLDER SPECIAL MEETING VOTING RESULTS, DECEMBER 15, 2017 (Current Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2017 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commi

CALPINE CORPORATION STOCKHOLDERS APPROVE ACQUISITION BY INVESTOR CONSORTIUM LED BY ENERGY CAPITAL PARTNERS

Exhibit Exhibit 99.1 CONTACTS: NEWS RELEASE Media Relations: Investor Relations: Brett Kerr Bryan Kimzey 713-830-8809 713-830-8775 [email protected] [email protected] Sard Verbinnen & Co. Frances Jeter (Houston) / Jared Levy & Patrick Scanlan (New York) (832) 687-5120 / (212) 687-8080 [email protected] CALPINE CORPORATION STOCKHOLDERS APPROVE ACQUISITION BY INVESTOR CONSORTIUM L

CPN / Calpine Corp. PROXY SUPPLEMENTAL DISCLOSURE

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, f

CPN / Calpine Corp. PROXY SUPPLEMENTAL DISCLOSURE (Current Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2017 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commis

Calpine Corporation Announces Upsizing and Pricing of Senior Secured Notes Offering

EX-99.1 2 exhibit991-dec2017calpine.htm EXHIBIT 99.1 - CALPINE CORPORATION PRESS RELEASE DATED DECEMBER 4, 2017 Exhibit 99.1 CONTACTS: NEWS RELEASE Media Relations: Investor Relations: Brett Kerr Bryan Kimzey 713-830-8809 713-830-8775 [email protected] [email protected] Calpine Corporation Announces Upsizing and Pricing of Senior Secured Notes Offering (HOUSTON, Texas) – December 4, 20

CPN / Calpine Corp. 8-K DECEMBER 2017 BOND UPSIZING AND PRICING ANNOUNCEMENT (Current Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2017 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commis

CPN / Calpine Corp. 8-K DECEMBER 2017 BOND OFFERING ANNOUNCEMENT (Current Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2017 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commis

Calpine Corporation Announces Senior Secured Notes Offering

Exhibit Exhibit 99.1 CONTACTS: NEWS RELEASE Media Relations: Investor Relations: Brett Kerr Bryan Kimzey 713-830-8809 713-830-8775 [email protected] [email protected] Calpine Corporation Announces Senior Secured Notes Offering (HOUSTON, Texas) ? December 4, 2017 ? Calpine Corporation (NYSE: CPN) today announced that it intends to offer $550,000,000 in aggregate principal amount of its

CPN / Calpine Corp. DEFA14A - INVESTOR PRESENTATION

2017 - DEFA14A - Slide Deck Combined Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

CPN / Calpine Corp. DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Calpine SOLICITING MATERIALS FOR Q3 2017 EARNINGS RELEASE

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ?

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2017 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission File

CALPINE REPORTS THIRD QUARTER 2017 RESULTS Merger Approvals on Track for First Quarter 2018 Close

EX-99.1 2 cpn-8kexhibit991xq3x2017.htm EXHIBIT 99.1 - CALPINE CORPORATION PRESS RELEASE DATED NOVEMBER 1, 2017 Calpine Reports Third Quarter 2017 Results November 1, 2017 Page 1 Exhibit 99.1 CONTACTS: NEWS RELEASE Media Relations: Investor Relations: Brett Kerr Bryan Kimzey 713-830-8809 713-830-8777 [email protected] [email protected] CALPINE REPORTS THIRD QUARTER 2017 RESULTS Merger A

October 20, 2017

EXHIBIT 18.1 October 20, 2017 Board of Directors Calpine Corporation 717 Texas Avenue Suite 1000 Houston, Texas 77002 Dear Board of Directors of Calpine Corporation: We are providing this letter to you for inclusion as an exhibit to your Form 10-Q filing pursuant to Item 601 of Regulation S-K. We have been provided a copy of the Company?s Quarterly Report on Form 10-Q for the period ended Septembe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-12079 Calpi

Current Report

8-K 1 cpn8kxoctx26x2017.htm 8-K - AMENDMENT NO 6 TO REVOLVER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2017 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (S

AMENDMENT NO. 6 CREDIT AGREEMENT

EX-10.1 2 cpnrevolveramendmentno6.htm EXHIBIT 10.1 - AMENDMENT NO 6 TO REVOLVER EXHIBIT 10.1 Execution Version AMENDMENT NO. 6 TO CREDIT AGREEMENT This AMENDMENT NO. 6 TO CREDIT AGREEMENT, dated as of October 20, 2017 (this “Amendment”), is entered into among Calpine Corporation, a Delaware corporation (the “Borrower”), the Guarantors party hereto, The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”),

Calpine 8-K - AMENDMENT NO 6 TO REVOLVER

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2017 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commis

AMENDMENT NO. 6 CREDIT AGREEMENT

Exhibit EXHIBIT 10.1 Execution Version AMENDMENT NO. 6 TO CREDIT AGREEMENT This AMENDMENT NO. 6 TO CREDIT AGREEMENT, dated as of October 20, 2017 (this ? Amendment ?), is entered into among Calpine Corporation, a Delaware corporation (the ? Borrower ?), the Guarantors party hereto, The Bank of Tokyo-Mitsubishi UFJ, Ltd. (? BTMU ?), as administrative agent (in such capacity and including any succes

Calpine PREM14A

PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Calpine 8-K PRESS RELEASE END OF GO SHOP PERIOD (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2017 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commiss

CALPINE CORPORATION ANNOUNCES END OF “GO-SHOP” PERIOD

Exhibit Exhibit 99.1 CONTACTS: NEWS RELEASE For Calpine Media Relations: Investor Relations: Brett Kerr Bryan Kimzey 713-830-8809 713-830-8775 [email protected] [email protected] Sard Verbinnen & Co. Frances Jeter (Houston) / Jared Levy & Patrick Scanlan (New York) (832) 687-5120 / (212) 687-8080 [email protected] CALPINE CORPORATION ANNOUNCES END OF ?GO-SHOP? PERIOD (HOUSTON, T

Calpine 8-K PRESS RELEASE END OF GO SHOP PERIOD

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2017 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commiss

CALPINE CORPORATION ANNOUNCES END OF “GO-SHOP” PERIOD

Exhibit Exhibit 99.1 CONTACTS: NEWS RELEASE For Calpine Media Relations: Investor Relations: Brett Kerr Bryan Kimzey 713-830-8809 713-830-8775 [email protected] [email protected] Sard Verbinnen & Co. Frances Jeter (Houston) / Jared Levy & Patrick Scanlan (New York) (832) 687-5120 / (212) 687-8080 [email protected] CALPINE CORPORATION ANNOUNCES END OF ?GO-SHOP? PERIOD (HOUSTON, T

AMENDMENT NO. 5 CREDIT AGREEMENT

Exhibit EXHIBIT 10.1 Execution Version AMENDMENT NO. 5 TO CREDIT AGREEMENT This AMENDMENT NO. 5 TO CREDIT AGREEMENT, dated as of September 15, 2017 (this ? Amendment ?), is entered into among Calpine Corporation, a Delaware corporation (the ? Borrower ?), the Guarantors party hereto, The Bank of Tokyo-Mitsubishi UFJ, Ltd. (? BTMU ?), as administrative agent (in such capacity and including any succ

Calpine 8-K - SEPTEMBER 15, 2017 (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2017 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Comm

CPN / Calpine Corp. / SailingStone Capital Partners LLC - 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

CPN / Calpine Corp. / CANADA PENSION PLAN INVESTMENT BOARD - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Calpine Corporation (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 131347304 (CUSIP Number) Patrice Walch-Watson Canada Pension Plan Investment Board One Queen Street East, Suite 2500 Toronto, ON M5C 2W5 Canada Te

VOLT PARENT, LP SUBSCRIPTION AGREEMENT

VOLT PARENT, LP SUBSCRIPTION AGREEMENT 1. Agreement of Subscriber to Become a Limited Partner. The undersigned subscriber (the “Subscriber”) hereby agrees (i) to become a limited partner in Volt Parent, LP, a limited partnership formed under the laws of the State of Delaware (the “Partnership”), on the terms of the Amended and Restated Limited Partnership Agreement under which the Partnership is c

CPN / Calpine Corp. / Energy Capital Partners Iii, Lp - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. )* Calpine Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 131347304 (CUSIP Number) Chri

VOLT PARENT, LP SUBSCRIPTION AGREEMENT

Exhibit 4 VOLT PARENT, LP SUBSCRIPTION AGREEMENT 1. Agreement of Subscriber to Become a Limited Partner. The undersigned subscriber (the “Subscriber”) hereby agrees (i) to become a limited partner in Volt Parent, LP, a limited partnership formed under the laws of the State of Delaware (the “Partnership”), on the terms of the Amended and Restated Limited Partnership Agreement under which the Partne

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1).

VOLT PARENT, LP SUBSCRIPTION AGREEMENT

EX-1 Exhibit 1 VOLT PARENT, LP SUBSCRIPTION AGREEMENT 1. Agreement of Subscriber to Become a Limited Partner. The undersigned subscriber (the “Subscriber”) hereby agrees (i) to become a limited partner in Volt Parent, LP, a limited partnership formed under the laws of the State of Delaware (the “Partnership”), on the terms of the Amended and Restated Limited Partnership Agreement under which the P

[Signature Page to Equity Commitment Letter]

EX-3 3 a17-209661ex3.htm EX-3 Exhibit 3 Execution Version August 17, 2017 Volt Parent, LP c/o Energy Capital Partners III, LLC 51 John F. Kennedy Parkway, Suite 200 Short Hills, NJ 07078 Attention: Deputy General Counsel Re: Equity Commitment Letter Ladies and Gentlemen: Reference is made to (i) that certain Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, supplemen

CPN / Calpine Corp. / BlackRock Inc. - SCHEDULE 13D Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. ) Under the Securities Exchange Act of 1934 Calpine Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 131347304 (CUSIP Number) David Maryles Managing Director, Legal & Compliance BlackRock, Inc. 55 East 52nd Street New York, NY 10055 (212) 810-5300 (Name, Address

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2017 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission File

AGREEMENT AND PLAN OF MERGER CALPINE CORPORATION, VOLT PARENT, LP VOLT MERGER SUB, INC. Dated as of August 17, 2017 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 ARTICLE II THE MERGER; CLOSING; EFFECTIVE TIME 16 Section 2.1 The

EX-2.1 2 exhibit21-mergeragreement.htm EXHIBIT 2.1 MERGER AGREEMENT Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among CALPINE CORPORATION, VOLT PARENT, LP and VOLT MERGER SUB, INC. Dated as of August 17, 2017 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 ARTICLE II THE MERGER; CLOSING; EFFECTIVE TIME 16 Section 2.1 The Merger 16 Section 2.2 Closing 16 Section 2

AGREEMENT AND PLAN OF MERGER CALPINE CORPORATION, VOLT PARENT, LP VOLT MERGER SUB, INC. Dated as of August 17, 2017 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 ARTICLE II THE MERGER; CLOSING; EFFECTIVE TIME 16 Section 2.1 The

Exhibit Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among CALPINE CORPORATION, VOLT PARENT, LP and VOLT MERGER SUB, INC. Dated as of August 17, 2017 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 ARTICLE II THE MERGER; CLOSING; EFFECTIVE TIME 16 Section 2.1 The Merger 16 Section 2.2 Closing 16 Section 2.3 Effective Time 16 ARTICLE III THE SURVIVING CORPORATION 1

Calpine 8-K MERGER AGREEMENT

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2017 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commiss

Calpine DEFA14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ?

Calpine 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2017 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commiss

Calpine Agrees to be Acquired by Investor Consortium Led by Energy Capital Partners

Exhibit Exhibit 99.1 CONTACTS: NEWS RELEASE For Calpine Media Relations: Investor Relations: Brett Kerr Bryan Kimzey 713-830-8809 713-830-8775 [email protected] [email protected] or Sard Verbinnen & Co. For Energy Capital Partners: Frances Jeter (Houston) / Jared Levy & Patrick Paul Parshley Scanlan (New York) (973) 671-6106 (832) 687-5120 / (212) 687-8080 [email protected] Calp

Calpine 8-K

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2017 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commiss

Calpine Agrees to be Acquired by Investor Consortium Led by Energy Capital Partners

Exhibit Exhibit 99.1 CONTACTS: NEWS RELEASE For Calpine Media Relations: Investor Relations: Brett Kerr Bryan Kimzey 713-830-8809 713-830-8775 [email protected] [email protected] or Sard Verbinnen & Co. For Energy Capital Partners: Frances Jeter (Houston) / Jared Levy & Patrick Paul Parshley Scanlan (New York) (973) 671-6106 (832) 687-5120 / (212) 687-8080 [email protected] Calp

Calpine 8-K - SECOND QUARTER 2017 EARNINGS RELEASE (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2017 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commissio

CALPINE REPORTS SECOND QUARTER 2017 RESULTS AND REAFFIRMS 2017 GUIDANCE Announces that Company is in Discussions Regarding Potential Sale

Exhibit Calpine Reports Second Quarter 2017 Results July 28, 2017 Page 1 Exhibit 99.

CALPINE CORPORATION 2017 EQUITY INCENTIVE PLAN Notice of Restricted Stock Unit Grant

EX-10.1 2 calpine2017rsuawardmiller.htm FORM OF RESTRICTED STOCK UNIT AGREEMENT THAD MILLER EXHIBIT 10.1 CALPINE CORPORATION 2017 EQUITY INCENTIVE PLAN Notice of Restricted Stock Unit Grant Participant: W. Thaddeus Miller Company: Calpine Corporation Notice: You have been granted the following Restricted Stock Units (“RSUs”) in accordance with the terms of this notice (the “Grant Notice”), the Res

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-12079 Calpine Co

CALPINE CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT Pursuant to the 2017 Equity Incentive Plan

EXHIBIT 10.8 CALPINE CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT Pursuant to the 2017 Equity Incentive Plan OPTION granted on May 16, 2017 (the ?Grant Date?) by Calpine Corporation, a Delaware corporation (the ?Company?), to John B. (Thad) Hill III (the ?Grantee?) pursuant to this Non-Qualified Stock Option Agreement (?Stock Option Agreement?). 1.GRANT OF OPTION. The Company hereby grants to

CALPINE CORPORATION 2017 EQUITY INCENTIVE PLAN Notice of Performance Share Unit Grant

EX-10.7 5 calpine2017psuhill.htm PERFORMANCE SHARE UNIT GRANT THAD HILL EXHIBIT 10.7 CALPINE CORPORATION 2017 EQUITY INCENTIVE PLAN Notice of Performance Share Unit Grant Participant: John B. (Thad) Hill III Company: Calpine Corporation Notice: You have been granted the following Performance Share Units in accordance with the terms of this notice, the Performance Share Unit Award Agreement attache

CALPINE CORPORATION 2017 EQUITY INCENTIVE PLAN Notice of Restricted Stock Unit Grant

EX-10.2 3 calpine2017rsuawardseniorm.htm FORM OF RESTRICTED STOCK UNIT AGREEMENT SENIOR EMPLOYEES EXHIBIT 10.2 CALPINE CORPORATION 2017 EQUITY INCENTIVE PLAN Notice of Restricted Stock Unit Grant Participant: [ l ] Company: Calpine Corporation Notice: You have been granted the following Restricted Stock Units (“RSUs”) in accordance with the terms of this notice (the “Grant Notice”), the Restricted

CALPINE CORPORATION RESTRICTED STOCK AGREEMENT Pursuant to the 2017 Equity Incentive Plan

EXHIBIT 10.6 CALPINE CORPORATION RESTRICTED STOCK AGREEMENT Pursuant to the 2017 Equity Incentive Plan This Restricted Stock Agreement (?Agreement?), entered into on May 16, 2017 (the ?Grant Date?), which is the date on which the Grant described below was approved by the Compensation Committee (the ?Committee?) of the Board of Directors of Calpine Corporation between Calpine Corporation, a Delawar

LETTER

Mail Stop 3561 June 30, 2017 Zamir Rauf Chief Financial Officer Calpine Corporation 717 Texas Avenue, Suite 1000 Houston, Texas 77002 Re: Calpine Corporation Form 10-K for the Fiscal Year Ended December 31, 2016 Filed February 10, 2017 File No.

Calpine ESP

Document 717 TEXAS AVENUE, SUITE 1000 HOUSTON, TX 77002 June 27, 2017 VIA EDGAR Ms.

Calpine ESP

717 TEXAS AVENUE, SUITE 1000 HOUSTON, TX 77002 June 15, 2017 VIA EDGAR Ms. Jennifer Thompson Accounting Branch Chief Office of Consumer Products United States Securities and Exchange Commission 100 F Street, NE Mail Stop 3561 Washington, D.C. 20549-3561 RE: Calpine Corporation Form 10-K for Fiscal Year Ended December 31, 2016, filed on February 10, 2017 (File No. 001-12079) Response dated May 15,

Calpine ESP

Document 717 TEXAS AVENUE, SUITE 1000 HOUSTON, TX 77002 June 12, 2017 VIA EDGAR Ms.

LETTER

Mail Stop 3561 May 30, 2017 Zamir Rauf Chief Financial Officer Calpine Corporation 717 Texas Avenue, Suite 1000 Houston, Texas 77002 Re: Calpine Corporation Form 10-K for the Fiscal Year Ended December 31, 2016 Response dated May 15, 2017 File No.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2017 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission File Num

Calpine 8-K - CEO EMPLOYMENT AGREEMENT (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2017 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission

CALPINE CORPORATION AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

EX-10.1 2 exhibit101-executiveemploy.htm EXECUTIVE EMPLOYMENT AGREEMENT - THAD HILL EXHIBIT 10.1 CALPINE CORPORATION AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is hereby entered into effective as of May 16, 2017 (the “Effective Date”), by and between Calpine Corporation (the “Company”) and John B. Hill (“Executive

Calpine ESP

Document 717 TEXAS AVENUE, SUITE 1000 HOUSTON, TX 77002 May 15, 2017 VIA EDGAR Ms.

Calpine POST EFFECTIVE AMENDMENT NO 1 TO FORM S-8 REGISTRATION STATEMENT

Document As filed with the Securities and Exchange Commission on May 10, 2017 Registration No.

Calpine REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on May 10, 2017 Registration No.

CALPINE CORPORATION 2017 EQUITY INCENTIVE PLAN

Exhibit EXHIBIT 10.1 CALPINE CORPORATION 2017 EQUITY INCENTIVE PLAN 1. PURPOSE OF THE PLAN . The purpose of the 2017 Equity Incentive Plan (the ? Plan ?) of Calpine Corporation, a Delaware corporation (the ? Company ?), is to provide incentive for future endeavors and to advance the interests of the Company and its stockholders by encouraging ownership of the common stock, par value $0.001 per sha

Calpine SHAREHOLDER MEETING VOTING RESULTS, MAY 10, 2017 (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2017 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission

AMENDED AND RESTATED BYLAWS CALPINE CORPORATION (a Delaware corporation) As amended through May 10, 2017 TABLE OF CONTENTS AMENDED AND RESTATED BYLAWS CALPINE CORPORATION (As amended through May 10, 2017)

Exhibit EXHIBTI 3.1 AMENDED AND RESTATED BYLAWS OF CALPINE CORPORATION (a Delaware corporation) As amended through May 10, 2017 TABLE OF CONTENTS TO AMENDED AND RESTATED BYLAWS OF CALPINE CORPORATION (As amended through May 10, 2017) ARTICLE I OFFICES 1 Section 1.1 Location 1 Section 1.2 Change of Location 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 Section 2.1 Annual Meeting 1 Section 2.2 Special Mee

CALPINE CORPORATION 2017 EQUITY COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

Exhibit EXHIBIT 10.2 CALPINE CORPORATION 2017 EQUITY COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS 1. PURPOSE OF THE PLAN . The purpose of the 2017 Equity Compensation Plan for Non-Employee Directors (the ? Plan ?) of Calpine Corporation, a Delaware corporation (the ? Company ?), is to attract and retain the services of highly qualified and talented non-employee directors, whose present and future

Calpine ESP

Document 717 TEXAS AVENUE, SUITE 1000 HOUSTON, TX 77002 May 1, 2017 VIA EDGAR Ms. Jennifer Thompson Accounting Branch Chief Office of Consumer Products United States Securities and Exchange Commission 100 F Street, NE Mail Stop 3561 Washington, D.C. 20549-3561 RE: Calpine Corporation Form 10-K for the Fiscal Year Ended December 31, 2016 Filed February 10, 2017 File No. 001-12079 Dear Ms. Thompson:

CALPINE REPORTS FIRST QUARTER 2017 RESULTS, REAFFIRMS 2017 GUIDANCE; ANNOUNCES CANCELLATION OF NEW TEXAS POWER PLANT, REPLACES WITH 10-YEAR SUPPLY CONTRACT

EX-99.1 2 cpn8kxexhibit991xq1x2017.htm EXHIBIT 99.1 - CALPINE CORPORATION PRESS RELEASE DATED APRIL 28, 2017 Exhibit 99.1 CONTACTS: NEWS RELEASE Media Relations: Investor Relations: Brett Kerr Bryan Kimzey 713-830-8809 713-830-8777 [email protected] [email protected] CALPINE REPORTS FIRST QUARTER 2017 RESULTS, REAFFIRMS 2017 GUIDANCE; ANNOUNCES CANCELLATION OF NEW TEXAS POWER PLANT, RE

Calpine 8-K - FIRST QUARTER 2017 EARNINGS RELEASE (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2017 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commissi

CALPINE CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT Pursuant to the 2008 Equity Incentive Plan

EXHIBIT 10.4 CALPINE CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT Pursuant to the 2008 Equity Incentive Plan OPTION granted on (the "Grant Date") by Calpine Corporation, a Delaware corporation (the "Corporation"), to Thaddeus Miller (the "Grantee") pursuant to this Non-Qualified Stock Option Agreement ("Stock Option Agreement"). 1.GRANT OF OPTION. The Corporation hereby grants to the Grantee t

AMENDED AND RESTATED CALPINE CORPORATION 2008 EQUITY INCENTIVE PLAN Notice of Performance Share Unit Grant

EXHIBIT 10.3 AMENDED AND RESTATED CALPINE CORPORATION 2008 EQUITY INCENTIVE PLAN Notice of Performance Share Unit Grant Participant: [ l ] Corporation: Calpine Corporation Notice: You have been granted the following Performance Share Units in accordance with the terms of this notice, the Performance Share Unit Award Agreement attached hereto as Attachment A (such notice and agreement, collectively

AMENDED AND RESTATED CALPINE CORPORATION 2008 EQUITY INCENTIVE PLAN Notice of Performance Share Unit Grant

EX-10.2 2 calpine2017psuawardmiller.htm FORM OF PERFORMANCE SHARE UNIT AWARD AGREEMENT THAD MILLER EXHIBIT 10.2 AMENDED AND RESTATED CALPINE CORPORATION 2008 EQUITY INCENTIVE PLAN Notice of Performance Share Unit Grant Participant: W. Thaddeus Miller Corporation: Calpine Corporation Notice: You have been granted the following Performance Share Units in accordance with the terms of this notice, the

CALPINE CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT Pursuant to the 2008 Equity Incentive Plan

EXHIBIT 10.5 CALPINE CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT Pursuant to the 2008 Equity Incentive Plan OPTION granted on (the "Grant Date") by Calpine Corporation, a Delaware corporation (the "Corporation"), to (the "Grantee") pursuant to this Non-Qualified Stock Option Agreement ("Stock Option Agreement"). 1.GRANT OF OPTION. The Corporation hereby grants to the Grantee the right and opt

CALPINE CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT Pursuant to the 2008 Equity Incentive Plan

EX-10.6 6 calpine2017nqoptiongates.htm FORM OF NON-QUALIFIED OPTION AGREEMENT CHARLIE GATES EXHIBIT 10.6 CALPINE CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT Pursuant to the 2008 Equity Incentive Plan OPTION granted on February 15, 2017 (the "Grant Date") by Calpine Corporation, a Delaware corporation (the "Corporation"), to Charles M. Gates (the "Grantee") pursuant to this Non-Qualified Stock

Calpine CALPINE 10-Q FOR QUARTERLY PERIOD ENDED MARCH 31, 2017 (Quarterly Report)

10-Q 1 cpn10qx03312017.htm CALPINE 10-Q FOR QUARTERLY PERIOD ENDED MARCH 31, 2017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

LETTER

Mail Stop 3561 April 19, 2017 Zamir Rauf Chief Financial Officer Calpine Corporation 717 Texas Avenue, Suite 1000 Houston, Texas 77002 Re: Calpine Corporation Form 10-K for the Fiscal Year Ended December 31, 2016 Filed February 10, 2017 File No.

Calpine DEFINITIVE ADDITIONAL SUPPLEMENTAL MATERIALS FOR 2017 PROXY

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ?

Calpine DEFINITIVE ADDITIONAL MATERIALS FOR 2017 PROXY

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ?

Calpine 2017 CALPINE FINAL PROXY STATEMENT

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ?

Calpine 2017 CALPINE PRELIMINARY PROXY STATEMENT

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ?

EX-24.1

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints W.

EX-24.1

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints W.

CALPINE REPORTS FOURTH QUARTER AND FULL YEAR 2016 RESULTS, REAFFIRMS 2017 GUIDANCE

EX-99.1 2 cpn8kxexhibit991xq4x2016.htm EXHIBIT 99.1 - CALPINE CORPORATION PRESS RELEASE DATED FEBRUARY 10, 2017 Exhibit 99.1 CONTACTS: NEWS RELEASE Media Relations: Investor Relations: Brett Kerr Bryan Kimzey 713-830-8809 713-830-8777 [email protected] [email protected] CALPINE REPORTS FOURTH QUARTER AND FULL YEAR 2016 RESULTS, REAFFIRMS 2017 GUIDANCE Summary of 2016 Financial Results

Calpine 8-K - FOURTH QUARTER 2016 EARNINGS RELEASE (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2017 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commi

Calpine CALPINE 10-K FOR YEAR-ENDED DECEMBER 31, 2016 (Annual Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-12079 Calpine Corporation

AMENDMENT NO. 1 CREDIT AGREEMENT

EX-10.1.19 3 cpnexhibit10119amendmentn.htm AMENDMENT NO. 1 TO 2023 TERM LOAN Exhibit 10.1.19 EXECUTION VERSION AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 to Credit Agreement, dated as of December 21, 2016 (this “Amendment”), is entered into among CALPINE CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“Credit Suisse”) as

AMENDMENT NO. 1 CREDIT AGREEMENT

Exhibit 10.1.18 EXECUTION VERSION AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 to Credit Agreement, dated as of December 21, 2016 (this “Amendment”), is entered into among CALPINE CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“Credit Suisse”) as the initial New Lender (as defined below), and MORGAN STANLEY SENIOR FUNDING,

AMENDED AND RESTATED CALPINE CORPORATION 2008 EQUITY INCENTIVE PLAN Notice of Performance Share Unit Grant

EX-10.2.15 6 cpnexhibit10227xpsuequity.htm PSU AWARD AGREEMENT BETWEEN THE COMPANY AND W. THAD MILLER EXHIBIT 10.2.15 AMENDED AND RESTATED CALPINE CORPORATION 2008 EQUITY INCENTIVE PLAN Notice of Performance Share Unit Grant Participant: W. Thaddeus Miller Corporation: Calpine Corporation Notice: You have been granted the following Performance Share Units in accordance with the terms of this notic

CALPINE CORPORATION AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE BENEFITS PLAN

EX-10.2.8 7 exhibit1028-amendedandrest.htm AMENDED AND RESTATED CHNAGE IN CONTROL AND SEVERANCE Exhibit 10.2.8 CALPINE CORPORATION AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE BENEFITS PLAN Calpine Corporation, a Delaware corporation (the “Company”) previously adopted the Calpine Corporation Change in Control and Severance Benefits Plan, as amended from time to time (the “Prior Plan“) for

CALPINE CORPORATION Computation of Ratio of Earnings to Fixed Charges (Dollars in millions) Years Ended December 31, 2016 2015 2014 2013 2012 Earnings Income before income taxes $ 159 $ 173 $ 983 $ 20 $ 218 Less: Income from unconsolidated investment

EXHIBIT 12.1 CALPINE CORPORATION Computation of Ratio of Earnings to Fixed Charges (Dollars in millions) Years Ended December 31, 2016 2015 2014 2013 2012 Earnings Income before income taxes $ 159 $ 173 $ 983 $ 20 $ 218 Less: Income from unconsolidated investments in power plants (24 ) (24 ) (25 ) (30 ) (28 ) Interest capitalized (21 ) (15 ) (19 ) (38 ) (38 ) Preferred securities dividend requirem

Subsidiaries of the Company

EXHIBIT 21.1 Subsidiaries of the Company Entity Jurisdiction 1066917 Ontario Inc. Ontario Anacapa Land Company, LLC Delaware Anderson Springs Energy Company California Auburndale Peaker Energy Center, LLC Delaware Aviation Funding Corp. Delaware Baytown Energy Center, LLC Delaware Bethpage Energy Center 3, LLC Delaware Big Blue River Wind Farm, LLC Delaware Bluestone Wind, LLC Delaware Brazos Vall

AMENDMENT NO. 1 CREDIT AGREEMENT

Exhibit 10.1.20 EXECUTION VERSION AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 to Credit Agreement, dated as of December 21, 2016 (this “Amendment”), is entered into among CALPINE CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“Credit Suisse”) as the initial New Lender (as defined below), and CITIBANK, N.A., as administrat

AMENDED AND RESTATED CALPINE CORPORATION 2008 EQUITY INCENTIVE PLAN Notice of Performance Share Unit Grant

EX-10.2.14 5 cpnexhibit10226xpsuequity.htm PSU AWARD AGREEMENT BETWEEN THE COMPANY AND CERTAIN SENIOR EMPLOYEES EXHIBIT 10.2.14 AMENDED AND RESTATED CALPINE CORPORATION 2008 EQUITY INCENTIVE PLAN Notice of Performance Share Unit Grant Participant: [ l ] Corporation: Calpine Corporation Notice: You have been granted the following Performance Share Units in accordance with the terms of this notice,

CPN / Calpine Corp. / SailingStone Capital Partners LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

Calpine 3G/A (Passive Acquisition of More Than 5% of Shares)

calpinecorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Calpine Corp Title of Class of Securities: Common Stock CUSIP Number: 131347304 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to designat

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 cpn8kxfebx3x2017.htm 8-K - FEBRUARY 9, 2017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2017 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or oth

CREDIT AGREEMENT among CALPINE CORPORATION, as Borrower and THE LENDERS PARTY HERETO, and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and MUFG UNION BANK, N.A., as Collateral Agent Dated as of February 3, 2017 MORGAN STANLEY SENIOR F

EX-10.1 2 exhibit101-creditagreement.htm CREDIT AGREEMENT DATED FEBRUARY 3, 2017 EXHIBIT 10.1 EXECUTION VERSION CREDIT AGREEMENT among CALPINE CORPORATION, as Borrower and THE LENDERS PARTY HERETO, and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and MUFG UNION BANK, N.A., as Collateral Agent Dated as of February 3, 2017 MORGAN STANLEY SENIOR FUNDING, INC., THE BANK OF TOKYO-MITSUB

CPN / Calpine Corp. / SailingStone Capital Partners LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

CREDIT AGREEMENT among CALPINE CORPORATION, as Borrower and THE LENDERS PARTY HERETO, and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and MUFG UNION BANK, N.A., as Collateral Agent Dated as of December 1, 2016 MORGAN STANLEY SENIOR F

EX-10.1 2 exhibit101-creditagreement.htm CREDIT AGREEMENT DATED DECEMBER 1, 2016 EXHIBIT 10.1 EXECUTION VERSION CREDIT AGREEMENT among CALPINE CORPORATION, as Borrower and THE LENDERS PARTY HERETO, and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and MUFG UNION BANK, N.A., as Collateral Agent Dated as of December 1, 2016 MORGAN STANLEY SENIOR FUNDING, INC., THE BANK OF TOKYO-MITSUB

AMENDMENT NO. 4 CREDIT AGREEMENT

EX-10.2 3 exhibit102-calpinerevolver.htm AMENDMENT NO. 4 TO THE CREDIT AGREEMENT, DATED AS OF DECEMBER 1, 2016 EXHIBIT 10.2 Execution Version AMENDMENT NO. 4 TO CREDIT AGREEMENT This AMENDMENT NO. 4 to the Credit Agreement, dated as of December 1, 2016 (this “Amendment”), is entered into among Calpine Corporation, a Delaware corporation (the “Borrower”), the Guarantors, The Bank of Tokyo-Mitsubish

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2016 CALPINE CORPORAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2016 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission File

Calpine 8-K - THIRD QUARTER 2016 EARNINGS RELEASE (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2016 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commis

CALPINE REPORTS THIRD QUARTER RESULTS, NARROWS 2016 GUIDANCE AND PROVIDES 2017 GUIDANCE; MORE THAN 65% OF MARKET CAP AVAILABLE FOR DEPLOYMENT OVER NEXT THREE YEARS

EX-99.1 2 cpn8kxexhibit991xq3x2016.htm EXHIBIT 99.1 - CALPINE CORPORATION PRESS RELEASE DATED OCTOBER 28, 2016 Exhibit 99.1 CONTACTS: NEWS RELEASE Media Relations: Investor Relations: Brett Kerr Bryan Kimzey 713-830-8809 713-830-8777 [email protected] [email protected] CALPINE REPORTS THIRD QUARTER RESULTS, NARROWS 2016 GUIDANCE AND PROVIDES 2017 GUIDANCE; MORE THAN 65% OF MARKET CAP A

Calpine CALPINE 10-Q FOR QUARTERLY PERIOD ENDED SEPTEMBER 30, 2016 (Quarterly Report)

10-Q 1 cpn10qx09302016.htm CALPINE 10-Q FOR QUARTERLY PERIOD ENDED SEPTEMBER 30, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCH

Calpine 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2016 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commi

Calpine DIRECTOR ANNOUNCEMENT (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2016 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commiss

EX-24

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints W.

Current Report

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2016 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commissio

CALPINE REPORTS SECOND QUARTER RESULTS, NARROWS 2016 GUIDANCE

Exhibit Exhibit 99.1 CONTACTS: NEWS RELEASE Media Relations: Investor Relations: Brett Kerr Bryan Kimzey 713-830-8809 713-830-8777 [email protected] [email protected] CALPINE REPORTS SECOND QUARTER RESULTS, NARROWS 2016 GUIDANCE Summary of Second Quarter 2016 Financial Results (in millions, except per share amounts) : Three Months Ended June 30, Six Months Ended June 30, 2016 2015 % Ch

Calpine CALPINE 10-Q FOR QUARTERLY PERIOD ENDED JUNE 30, 2016 (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-12079 C

LETTER

Mail Stop 3561 June 20, 2016 Zamir Rauf Executive Vice President and Chief Financial Officer Calpine Corporation 717 Texas Avenue Suite 1000 Houston, Texas 77002 Re: Calpine Corporation Form 10-K for the Fiscal Year Ended December 31, 2015 Filed February 12, 2016 File No.

Calpine ESP

Document 717 TEXAS AVENUE, SUITE 1000 HOUSTON, TX 77002 June 9, 2016 VIA EDGAR Ms.

CREDIT AGREEMENT CALPINE CORPORATION, as Borrower THE LENDERS PARTY HERETO, CITIBANK, N.A., as Administrative Agent MUFG UNION BANK, N.A., as Collateral Agent Dated as of May 31, 2016 CITIGROUP GLOBAL MARKETS INC., MERRILL LYNCH, PIERCE, FENNER & SMI

EX-10.1 3 exhibit101-creditagreement.htm EXHIBIT 10.1 CREDIT AGREEMENT DATED MAY 31, 2016 EXHIBIT 10.1 EXECUTION VERSION CREDIT AGREEMENT among CALPINE CORPORATION, as Borrower and THE LENDERS PARTY HERETO, and CITIBANK, N.A., as Administrative Agent and MUFG UNION BANK, N.A., as Collateral Agent Dated as of May 31, 2016 CITIGROUP GLOBAL MARKETS INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2016 CALPINE CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2016 CALPINE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12079 77-0212977 (State or other jurisdiction of incorporation) (Commission File Num

LETTER

Mail Stop 3561 June 1, 2016 Zamir Rauf Executive Vice President and Chief Financial Officer Calpine Corporation 717 Texas Avenue Suite 1000 Houston, Texas 77002 Re: Calpine Corporation Form 10-K for the Fiscal Year Ended December 31, 2015 Response dated May 20, 2016 File No.

Calpine Corporation Announces Closings of Senior Secured Notes Offering and Term Loan Facility

EX-99.1 4 exhibit991-may2016calpine.htm EXHIBIT 99.1 - CALPINE CORPORATION PRESS RELEASE DATED MAY 31, 2016 Exhibit 99.1 CONTACTS: NEWS RELEASE Media Relations: Investor Relations: Brett Kerr Bryan Kimzey 713-830-8809 713-830-8775 [email protected] [email protected] Calpine Corporation Announces Closings of Senior Secured Notes Offering and Term Loan Facility (HOUSTON, Texas) - May 31,

CALPINE CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 5.250% SENIOR SECURED NOTES DUE 2026 Dated as of May 31, 2016 Wilmington Trust, National Association as Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Se

EXHIBIT 4.1 EXECUTION VERSION CALPINE CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 5.250% SENIOR SECURED NOTES DUE 2026 INDENTURE Dated as of May 31, 2016 Wilmington Trust, National Association as Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions. 1 Section 1.02 Other Definitions. 32 Section 1.03 Rules of Construction. 33 ARTICLE 2