Item 8.01
Other Events
As previously disclosed, on February 7, 2017, Dynegy Inc. (the “
Company
”), through its indirect wholly-owned subsidiary Atlas Power Finance, LLC, completed its acquisition (the “
Acquisition
”) of all of the issued and outstanding common stock of GDF SUEZ Energy North America, Inc., a Delaware corporation (“
GSENA
”). On February 8, 2017, the Company filed a Current Report on Form 8-K to report the completion of the Acquisition.
The purpose of this Current Report on Form 8-K is to file the financial information related to the Acquisition set forth in Item 9.01 below so that such financial information is incorporated by reference into the Company’s registration statements filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.
Included in this filing as Exhibit 99.1 are the audited combined financial statements of certain wholly owned assets of GSENA (the “
GSENA Thermal Assets
”) for the periods described in Item 9.01(a) below, the notes related thereto and the Independent Auditors’ Report.
The exhibits to this Current Report on Form 8-K contain statements reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended as “forward looking statements.” You can identify these statements by the fact that they do not relate strictly to historical or current facts. Management cautions that any or all of Dynegy’s forward-looking statements may turn out to be wrong. Please read Dynegy’s annual, quarterly and current reports filed under the Securities Exchange Act of 1934, as amended, including its Annual Report on Form 10-K for the year ended December 31, 2016, and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017, for additional information about the risks, uncertainties and other factors affecting these forward-looking statements and Dynegy generally. Dynegy’s actual future results may vary materially from those expressed or implied in any forward-looking statements. All of Dynegy’s forward-looking statements, whether written or oral, are expressly qualified by these cautionary statements and any other cautionary statements that may accompany such forward-looking statements. In addition, Dynegy disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.
Included in this filing as Exhibit 99.2 is the pro forma financial information described in Item 9.01(b) below giving effect to the Acquisition, the buyout of limited liability company interests held by Energy Capital Partners III, LLC (“
ECP
”) (as previously disclosed on the Company’s Current Report on Form 8-K filed on June 28, 2016), the Company’s offering of $750.0 million in aggregate principal amount of 8.00% Senior Notes due 2025 (as previously disclosed in the Company’s Current Report on Form 8-K filed on October 11, 2016), the issuance of shares of common stock to ECP (as previously disclosed on the Company’s Current Report on Form 8-K filed on March 1, 2016), the Company’s incremental $2.0 billion term loan credit facility (as previously disclosed on the Company’s Current Report on Form 8-K filed on June 28, 2016), the offering of the Company’s tangible equity units (as previously disclosed in the Company’s Current Report on Form 8-K filed on June 15, 2016), the Company’s completed acquisitions of the membership interest in certain subsidiaries of affiliates of Duke Energy Corp. and Energy Capital Partners (as previously disclosed on the Company’s Current Report on Form 8-K filed on August 26, 2014) and the pending sale of the Troy and Armstrong facilities to LS Power.
