DYNEGY INC. (NYSE:DYN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On July10, 2017, Dynegy Inc. (“Dynegy”) entered into a Membership Interest Purchase Agreement (the “Agreement”) with Bruce Power, LLC (the “Purchaser”), a Delaware limited liability company and wholly owned subsidiary of Rockland Power Partners III, LP (“Rockland”). Subject to the terms and conditions of the Agreement, the Purchaser will purchase from one of Dynegy’s subsidiaries all of the issued and outstanding limited liability company interests of Dynegy Lee II, LLC, a Delaware limited liability company (the “Acquired Company”), for a purchase price of $180 million in cash, subject to certain adjustments.
The Agreement includes customary representations, warranties and covenants by the parties and customary closing conditions, including approval by the Federal Energy Regulatory Commission (“FERC”) and the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Act.
In addition, each party has agreed to indemnify the other for breaches of representations, warranties and covenants and for certain other matters, subject to certain exceptions and limitations.
Each of Dynegy and the Purchaser are permitted to terminate the Agreement under certain circumstances, including if the closing does not occur within 180 days after the filing of the FERC approval application (subject to certain extension rights if necessary to obtain any outstanding regulatory approvals).
In connection with the execution of the Agreement, Rockland delivered a limited guaranty in favor of Dynegy, to which, subject to the terms and conditions set forth therein, Rockland guarantees certain of the Purchaser’s obligations under the Agreement.
The foregoing description of the Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Agreement, a copy of which is attached as Exhibit2.1 hereto and the terms of which are incorporated herein by reference.
Item 8.01 Other Events.
On July11, 2017, the Company issued a press release announcing Dynegy’s entry into the Agreement. A copy of the press release is filed herewith as Exhibit99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
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ExhibitNo. |
Description |
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2.1 |
Membership Interest Purchase Agreement, dated as of July10, 2017, by and between Dynegy Inc. and Bruce Power, LLC* |
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99.1 |
Press Release of Dynegy Inc., dated July11, 2017 |
* Schedules (and similar attachments) to the Membership Interest Purchase Agreement have been omitted to Item 601(b)(2)of Regulation S-K. Dynegy will furnish the omitted schedules to the Securities and Exchange Commission upon request by the Commission.