4//SEC Filing
Bartlett James 4
Accession 0001209191-09-054927
CIK 0001379895other
Filed
Dec 1, 7:00 PM ET
Accepted
Dec 2, 2:27 PM ET
Size
13.4 KB
Accession
0001209191-09-054927
Insider Transaction Report
Form 4
DYNEGY INC.DYN
Bartlett James
Director
Transactions
- Other
Class B Common Stock
2009-11-30−245,000,000→ 0 total(indirect: See Remarks)→ Class A Common Stock (245,000,000 underlying) - Conversion
Class A Common Stock
2009-11-30+95,000,000→ 95,000,000 total(indirect: See Remarks) - Conversion
Class B Common Stock
2009-11-30−95,000,000→ 245,000,000 total(indirect: See Remarks)→ Class A Common Stock (95,000,000 underlying)
Footnotes (4)
- [F1]In connection with the Purchase and Sale Agreement (the "PSA") dated as of August 9, 2009, among LS Power Partners, L.P., LS Power Associates, L.P., LS Power Equity Partners, L.P., LS Power Equity Partners PIE I, L.P., LSP Gen Investors, L.P. (collectively, the "LS Entities"), Port River, LLC, Valley Road, LLC, Dos Rios, LLC (collectively with the LS Entities, the "Buyers"), Dynegy Inc., Dynegy Gen Finance Co, LLC, Southwest Power Partners, LLC, Riverside Generation, Inc., Dynegy Renaissance Power, Inc., Bluegrass Generation, Inc., Dynegy Midwest Generation, Inc., RRP Company, Dynegy Power Services, Inc., and Dynegy Falcon Holdings Inc. (collectively, the "Sellers"), the LS Entities received an aggregate of 95,000,000 shares of the Issuer's Class A common stock as a result of the conversion of 95,000,000 shares of the Issuer's Class B common stock then held by the LS Entities.
- [F2]Pursuant to the PSA, Sellers (i) sold to Buyers their interests in the entities that own the Sellers' Arlington Valley, Griffith, Bridgeport, Rocky Road, Tilton, Riverside/Foothills, Bluegrass and Renaissance generating facilities, as well as their interests in the entities that own a portion of and are constructing the Sandy Creek facility, and (ii) closed the transactions contemplated by a note purchase agreement, pursuant to which Dynegy Holdings Inc. issued to Buyers $235 million aggregate principal amount of 7.50 percent senior unsecured notes due 2015 (the "Senior Notes").
- [F3]In exchange for the ownership interests and the Senior Notes, Sellers received (i) $1.025 billion in cash (including $175 million of cash currently supporting a portion of the Sellers' equity commitment in connection with the Sandy Creek project), subject to working capital and other adjustments, and (ii) 245,000,000 shares of the Issuer's Class B common stock held by the LS Entities, with the remaining 95,000,000 shares of the Issuer's Class B common stock held by the LS Entities converted to an equivalent number of shares of the Issuer's Class A common stock as stated above.
- [F4]The Class B common stock was convertible into the Issuer's Class A common stock on a one-for-one basis as provided for in the Issuer's Amended and Restated Certificate of Incorporation and had no expiration date.
Documents
Issuer
DYNEGY INC.
CIK 0001379895
Entity typeother
Related Parties
1- filerCIK 0001392347
Filing Metadata
- Form type
- 4
- Filed
- Dec 1, 7:00 PM ET
- Accepted
- Dec 2, 2:27 PM ET
- Size
- 13.4 KB