CALPINE CORPORATION JOINDER Case No. 19-30088 (DM)

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Mark E. McKane, P.C. (SBN 230552) 

Michael P. Esser (SBN 268634) 

KIRKLAND & ELLIS LLP 

555 California Street 

San Francisco, CA 94104 

T: (415) 439-1400 / F: (415) 439-1500 

mark.mckane@kirkland.com 

michael.esser@kirkland.com 

David R. Seligman, P.C. (Pro Hac Vice)

KIRKLAND & ELLIS LLP 

300 North LaSalle 

Chicago, IL 60654 

T: (312) 862-2000 / F: (312) 862-2200 

dseligman@kirkland.com 

Aparna Yenamandra (Pro Hac Vice)

KIRKLAND & ELLIS LLP 

601 Lexington Avenue 

New York, NY 10022 

T: (212) 446-4800 / F: (212) 446-4900 

aparna.yenamandra@kirkland.com 

Counsel for Calpine Corporation, et al. 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E Corporation, Pacific Gas & Electric 

Company, 

Debtors. 

☐ Affects PG&E Corporation 

☒ Affects Pacific Gas and Electric Company 

☐ Affects both Debtors 

* All papers shall be filed in the Lead Case, 

No. 19-30088 (DM) 

Chapter 11 

Case No. 19-30088 (DM) 

(Lead Case) 

(Jointly Administered) 

JOINDER OF CALPINE CORPORATION 

AND ITS SUBSIDIARIES TO NEXTERA 

ENERGY, INC.’S, MOTION FOR 

LIMITED RELIEF FROM STAY TO 

PARTICIPATE IN APPELLATE 

PROCEEDINGS WITH RESPECT TO 

FERC ORDERS 

Date: 6/26/2019 

Time: 9:30 a.m. PST 

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

Objection Deadline: June 21, 2019 

 4:00 p.m. (PST)

Case: 19-30088 Doc# 2411 Filed: 06/05/19 Entered: 06/05/19 17:05:47 Page 1 of

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CALPINE CORPORATION JOINDER 2 Case No. 19-30088 (DM)

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Calpine Corporation on behalf of itself and its subsidiaries, including: Geysers Power 

Company, LLC; Gilroy Energy Center, LLC; Los Esteros Critical Energy Facility, LLC; Russell City 

Energy Company, LLC; Calpine King City Cogen, LLC; Calpine Energy Services L.P.; Calpine 

Energy Solutions, LLC; and O.L.S. Energy Agnews, Inc. (collectively, “Calpine”), a party in interest 

in the above-captioned cases, through their counsel Kirkland & Ellis LLP, hereby joins in NextEra 

Energy, Inc., and NextEra Energy Partners, L.P.’s (collectively, “NextEra”), Motion for Limited Relief 

from Stay to Participate in Appellate Proceedings with Respect to FERC Orders [Docket No. 2400] 

(the “Motion”).1 In support hereof (the “Joinder”), Calpine respectfully represents as follows: 

JOINDER 

By its Motion, NextEra seeks narrowly tailored relief solely to permit it to participate (to the 

extent authorized by the applicable appellate court) in the Debtors’ anticipated appeal of the FERC 

Orders. For the reasons discussed below and in the Motion, Calpine merits the same relief. 

First, Calpine agrees with NextEra and the Debtors that the factors enunciated in In re Curtis, 

40 B.R. 795, 799-800 (Bankr. D. Utah 1984), “strongly support” lifting the stay, to the extent it applies, 

to allow the Utility’s appeal of the FERC Orders to be filed and prosecuted to conclusion. See Motion 

at 3; PG&E Stay Motion at 6. 

Second, it would be fundamentally unfair to permit the Debtors to move forward with their 

appeals of the FERC Orders without also affording Calpine an opportunity to seek to participate in 

such appeal. As this Court recognized in entering the Order Granting Movants’ Motion to Intervene 

in Adversary Proceeding [Adv. Proc. Docket No. 85], Calpine has a substantial interest in the subject 

matter of the FERC proceedings, including because subsidiaries of Calpine Corporation are counterparties to several wholesale power purchase agreements that are subject to the FERC’s jurisdiction. In 

addition, Calpine has already participated in the FERC proceeding out of which the appellate 

proceedings would arise, and no reason exists to deny Calpine the ability to defend the FERC Orders 

while the Debtors can challenge them on appeal. 

 

1

 Capitalized terms used herein but not otherwise defined shall have their meaning set forth in 

the Motion. 

Case: 19-30088 Doc# 2411 Filed: 06/05/19 Entered: 06/05/19 17:05:47 Page 2 of

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CALPINE CORPORATION JOINDER 3 Case No. 19-30088 (DM)

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Prior to the hearing on the Motion and PG&E Stay Motion, Calpine intends to work 

cooperatively with the Debtors and NextEra to resolve this Joinder, the Motion, and the PG&E Stay 

Motion. 

CONCLUSION 

For the reasons set forth herein, Calpine respectfully requests that the Court enter an order, 

substantially in the form of the Exhibit A, (i) lifting the automatic stay to the extent necessary to permit 

Calpine to (a) seek leave from the applicable Circuit Court of appeals to intervene in any appeal of the 

FERC Orders (as defined below); (b) to the extent permitted by the applicable circuit court of appeals, 

participate in and prosecute to conclusion any appeal of the FERC Orders; (c) seek or oppose any 

request for rehearing, rehearing en banc, petition for writ of certiorari; (d) participate in the briefing 

and argument relating to any and all the foregoing; and (e) participate in any proceedings on remand 

of the FERC Orders; (ii) lifting the automatic stay to the extent necessary to generally allow all courts 

and administrative agencies with jurisdiction over the appeal or remand to enter final orders relating 

thereto; and (iii) granting such other and further relief as is just and proper. 

NOTICE 

Notice of this Joinder will be provided to (i) the Office of the U.S. Trustee for Region 17 (Attn: 

Anthony R. Vara, Esq. and Timothy Laffredi, Esq.); (ii) counsel to the Debtors; (iii) counsel to the 

Creditors Committee; (iv) counsel to the Tort Claimants Committee; (v) the Securities and Exchange 

Commission; (vi) the Internal Revenue Service; (vii) the Office of the California Attorney General; 

(viii) the California Public Utilities Commission; (ix) the Nuclear Regulatory Commission; (x) the 

Federal Energy Regulatory Commission; (xi) the Office of the United States Attorney for the Northern 

District of California; (xii) counsel for the agent under the Debtors’ debtor-in-possession financing 

facility; (xiii) counsel to the PPA Counterparties; and (xiv) those persons who have formally appeared 

in these chapter 11 cases and requested service pursuant to Bankruptcy Rule 2002. 

Calpine respectfully submits that no further notice is required. 

[Remainder of page intentionally left blank] 

Case: 19-30088 Doc# 2411 Filed: 06/05/19 Entered: 06/05/19 17:05:47 Page 3 of

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CALPINE CORPORATION JOINDER 4 Case No. 19-30088 (DM)

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No previous request for the relief sought herein has been made by Calpine to this or any other 

court. 

DATED: June 5, 2019 KIRKLAND & ELLIS LLP 

 By: /s/ Michael P. Esser

Mark E. McKane, P.C. (SBN 230552) 

Michael P. Esser (SBN 268634) 

KIRKLAND & ELLIS LLP 

555 California Street 

San Francisco, CA 94104 

T: (415) 439-1400 / F: (415) 439-1500 

mark.mckane@kirkland.com 

michael.esser@kirkland.com 

David R. Seligman, P.C. (Pro Hac Vice)

KIRKLAND & ELLIS LLP 

300 North LaSalle 

Chicago, IL 60654 

T: (312) 862-2000 / F: (312) 862-2200 

dseligman@kirkland.com 

Aparna Yenamandra (Pro Hac Vice)

KIRKLAND & ELLIS LLP 

601 Lexington Avenue 

New York, NY 10022 

T: (212) 446-4800 / F: (212) 446-4900 

aparna.yenamandra@kirkland.com 

Counsel for Calpine Corporation, et al.

Case: 19-30088 Doc# 2411 Filed: 06/05/19 Entered: 06/05/19 17:05:47 Page 4 of

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EXHIBIT A

Case: 19-30088 Doc# 2411 Filed: 06/05/19 Entered: 06/05/19 17:05:47 Page 5 of

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ORDER RE CALPINE CORPORATION JOINDER Case No. 19-30088 (DM)

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UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E Corporation, Pacific Gas & Electric 

Company, 

Debtors. 

☐ Affects PG&E Corporation 

☐ Affects Pacific Gas and Electric Company 

☒ Affects both Debtors 

* All papers shall be filed in the Lead Case, 

No. 19-30088 (DM)

Chapter 11 

Case No. 19-30088 (DM) 

Case No. 19-30089 (DM) 

(Joint Administration Requested) 

ORDER GRANTING JOINDER OF 

CALPINE CORPORATION AND ITS 

SUBSIDIARIES TO NEXTERA ENERGY, 

INC.’S, MOTION FOR LIMITED RELIEF 

FROM STAY TO PARTICIPATE IN 

APPELLATE PROCEEDINGS WITH 

RESPECT TO FERC ORDERS 

 

Case: 19-30088 Doc# 2411 Filed: 06/05/19 Entered: 06/05/19 17:05:47 Page 6 of

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ORDER RE CALPINE CORPORATION JOINDER Case No. 19-30088 (DM)

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The Court having considered the Joinder Of Calpine Corporation And Its Subsidiaries To 

Nextera Energy, Inc. and NextEra Energy Partner, L.P.’s, Motion For Limited Relief From Stay To 

Participate In Appellate Proceedings With Respect To Ferc Orders with Respect to FERC Orders 

[Dkt. No. 2400], dated June 5, 2019, filed by Calpine Corporation and Its Subsidiaries (together, 

“Calpine”), and this Court having held a hearing on the Motion, and good cause appearing therefor 

pursuant to Bankruptcy Code section 362(d)(1). 

IT IS HEREBY ORDERED THAT: 

1. The Motion is granted. 

2. The automatic stay is lifted to the extent necessary to permit Calpine to (a) seek leave 

from the applicable Circuit Court to intervene in any appeal of the FERC Orders, (b) 

to the extent permitted by the applicable Circuit Court, participate in and prosecute to 

conclusion any appeal of the FERC Orders; (c) seek or oppose any request for 

rehearing, rehearing en banc, petition for writ of certiorari in connection with any 

appeal of the FERC Orders; (d) participate in the briefing and argument relating to any 

and all the foregoing; and (e) participate in any proceedings on remand of the FERC 

Orders. 

3. The automatic stay is lifted to the extent necessary to permit all courts and 

administrative agencies with jurisdiction over any appeal or remand of the FERC 

Orders to enter final orders relating thereto. 

4. The 14-day stay under Bankruptcy Rule 4001(a)(3) is hereby waived and this Order 

shall take effect immediately upon entry. 

5. This Court shall retain exclusive jurisdiction with respect to all matters arising from or 

related to the implementation, interpretation, and enforcement of this Order. 

** END OF ORDER ** 

Case: 19-30088 Doc# 2411 Filed: 06/05/19 Entered: 06/05/19 17:05:47 Page 7 of

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