DYNEGY INC. (NYSE:DYN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
Consistent with its prior announcements relating to sales of certain assets in order to address Federal Energy Regulatory Commission (the “FERC”) requirements, on July10, 2017, Dynegy’s indirect wholly-owned subsidiaries, Dynegy Resources Generating Holdco, LLC, a Delaware limited liability company (the “Dighton Seller”) and ANP Funding I, LLC, a Delaware limited liability company (the “Milford Seller”) entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Marco DM Holdings, L.L.C., a Delaware limited liability company (“Purchaser”), to which Purchaser will acquire from (i)the Dighton Seller, all of the outstanding equity interests in Dighton Power, LLC, a Delaware limited liability company that owns and operates a combined cycle gas turbine facility located in Dighton, Massachusetts and (ii)the Milford Seller, all of the outstanding equity interests in Milford Power, LLC, a Massachusetts limited liability company that owns and operates a combined cycle gas turbine facility located in Milford, Massachusetts, in consideration for an aggregate total purchase price of $119,000,000, subject to a customary working capital adjustments.
The Purchase Agreement includes customary representations, warranties and covenants by the parties and customary closing conditions, including approval by the FERC under Section203 of the Federal Power Act, as amended and the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Act.
Each party has agreed to indemnify the other for breaches of representations and warranties, breaches of covenants and certain other matters, subject to certain exceptions and limitations.
The Purchase Agreement contains certain termination rights for both parties, including if the closing does not occur within 180 days following the date of the Purchase Agreement (for up to 60 days if necessary to obtain applicable governmental approvals).
The Purchaser has agreed to pay Dynegy a termination fee (the “Termination Fee”) in the event of a termination of the Purchase Agreement as a result of Purchaser’s breach of its obligations under the Purchase Agreement. In connection with the execution of the Purchase Agreement, an affiliate of Purchaser delivered a guaranty in favor of the Milford Seller and the Dighton Seller, which, subject to the terms and conditions set forth therein, guarantees the Purchaser’s obligation to pay the Termination Fee if and when it becomes due under the Purchase Agreement.
The foregoing description of the Purchase 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 Purchase Agreement, a copy of which is attached as Exhibit2.1 hereto and the terms of which are incorporated herein by reference.