DYNEGY INC. (NYSE:DYN) Files An 8-K Entry into a Material Definitive Agreement

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DYNEGY INC. (NYSE:DYN) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive
Agreement.

On April21, 2017, Dynegys indirect wholly-owned subsidiaries,
Dynegy Zimmer, LLC, a Delaware limited liability company
(Dynegy Zimmer), and Dynegy Miami Fort, LLC, a Delaware
limited liability company (Dynegy Miami Fort), entered
into an Asset Purchase Agreement (the Purchase Agreement)
with AES Ohio Generation, LLC, an Ohio limited liability company
(AESOhio), and The Dayton Power and Light Company, an Ohio
corporation (DPL), to which Dynegy Zimmer and Dynegy Miami
Fort, as applicable, will, subject to the terms and conditions in
the Purchase Agreement, purchase DPLs (or, upon receipt of FERC
approval of the divestiture by DPL of its Ohio generation assets
to AES Ohio, AES Ohios) entire 28.1% undivided interest in the
Wm. H. Zimmer Generating Station, a coal-fired electric
generating plant located in Moscow, Ohio, and 36.0% undivided
interest in Miami Fort Unit 7 and Miami Fort Unit 8, a coal-fired
electric generating plant located in North Bend, Ohio,
approximately 740 megawatts in total (summer capacity), for $50
million in cash and the assumption of certain liabilities,
including environmental liabilities. The cash purchase price is
subject to adjustment at closing based on the amount of certain
inventories, pre-paid amounts, employment benefits, insurance
premiums, property taxes and other costs prior to closing.

The Purchase Agreement includes customary representations,
warranties and covenants by the parties and customary closing
conditions, including approval by FERC under Section203 of the
Federal Power Act, as amended.

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 12
months following the date of the Purchase Agreement (subject to
extension to 18 months, if necessary to obtain applicable
governmental approvals).

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.

Item 9.01 Financial Statements and
Exhibits.

(d)Exhibits.

ExhibitNo.

Description

2.1

Asset Purchase Agreement dated April21, 2017, by and
among Dynegy Zimmer, LLC, Dynegy Miami Fort, LLC, AES
Ohio Generation, LLC and The Dayton Power and Light
Company*

* to Item 601(b)(2)of Regulation S-K exhibits and schedules
(and similar attachments) have been omitted. Dynegy agrees to
furnish, supplementally, a copy of any omitted schedule or
exhibit to the Securities and Exchange Commission upon request
by the Commission.

to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.

DYNEGY INC. (Registrant)

Dated: April24, 2017

By:

/s/ Catherine C. James

Name:

Catherine C. James

Title:

Executive Vice President, General Counsel and Chief
Compliance Officer

EXHIBITINDEX

ExhibitNo.

Description

2.1

Asset Purchase Agreement dated April21, 2017, by and
among Dynegy Zimmer, LLC, Dynegy Miami Fort, LLC, AES
Ohio Generation, LLC and The Dayton Power and Light
Company*

*


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