Calpine Corp. v. Bank of New York

OPINION

STRINE, Vice Chancellor.

This is the post-trial opinion in an expedited case involving a dispute between noteholders (through an Indenture Trustee for two different series of notes, the “First” and “Second Lien Notes”) and the issuer of the Notes, Calpine Corporation (“Calpine”). Calpine operates natural gas-fueled power plants that generate electricity. This litigation centers on Calpine’s plans for the use of approximately $852 million in net proceeds from the sale of substantially all of its oil and natural gas assets to Rosetta Resources, Inc. on July 7, 2005 (the “Rosetta Sale”).…