Aug 18 (Reuters) - Calpine Corp CPN.N
* Calpine agrees to be acquired by investor consortium led by Energy Capital Partners
* Deal for $15.25 per share in cash
* Deal for $5.6 billion
* Transaction follows a competitive strategic review process and was unanimously approved by Calpine's board of directors
* Agreement provides for payment of a termination fee by co of $142 million to investor consortium in event that agreement is terminated
* Will maintain its corporate headquarters in Houston, Texas with current management team expected to remain in place
* Lazard is serving as financial advisor and White & Case LLP as legal advisor to Calpine
* Along with Energy Capital Partners, investor consortium is led by access industries and Canada Pension Plan Investment Board
* Transaction is not subject to a financing condition
* Entered into definitive agreement under which Energy Capital Partners along with a consortium of investors will acquire Calpine
* Deal includes 45-day "go-shop" period, during which co can potentially enter negotiations with parties that offer alternative proposals
* Entity wholly owned and controlled by Energy Capital Partners and its consortium will fund 100% of equity required to consummate transaction
* Energy Capital Partners' Tyler Reeder says do not intend to make changes to Calpine's financial policy or $2.7 billion deleveraging plan
* Agreement provides for payment of a termination fee of $65 million if Calpine terminates agreement for a superior proposal