Approximate date of commencement of proposed sale to the public: Not Applicable. This post-effective amendment deregisters all of the securities that were unsold under the registration statement as of the date hereof.
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DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments related to the following Registration Statements on Form S-3 (collectively, the “Registration Statements”), filed by Calpine Corporation, a Delaware corporation (the “Company”), are being filed to
withdraw from registration any and all securities of the Company that remain unsold under such Registration Statements:
On August
17, 2017, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Volt Parent, LP (“Volt Parent”) and Volt Merger Sub, Inc. (“Merger Sub”), a wholly-owned subsidiary of Volt Parent, pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a subsidiary of Volt Parent. The Company and Volt Parent have agreed to close the Merger on or around March 8, 2018, subject to the satisfaction or waiver of the outstanding conditions to closing described in the Merger Agreement.
In anticipation of the closing of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statements. In accordance with an undertaking made by the Company
in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that remain unsold at the termination of the offerings, the Company hereby amends the Registration Statements to remove from registration any and all securities of the Company registered under the Registration Statements that remain unsold.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused these Post-Effective Amendments to the Registration Statements on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 7th day of March, 2018.
Title: Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, these Post-Effective Amendments to the Registration Statements have been signed by the following persons in the capacities and on the dates indicated:
