DYNEGY INC. (NYSE:DYN) Files An 8-K Other Events

Item 8.01 Other Events

As previously disclosed, on February7, 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 February8, 2017, the Company
filed a Current Report on Form8-K to report the completion of the
Acquisition.

The purpose of this Current Report on Form8-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 Companys registration
statements filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended.

Included in this filing as Exhibit99.1 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 Form8-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 Dynegys forward-looking
statements may turn out to be wrong. Please read Dynegys annual,
quarterly and current reports filed under the Securities Exchange
Act of 1934, as amended, including its Annual Report on Form10-K
for the year ended December31, 2016, and its Quarterly Report on
Form10-Q for the quarterly period ended March31, 2017, for
additional information about the risks, uncertainties and other
factors affecting these forward-looking statements and Dynegy
generally. Dynegys actual future results may vary materially from
those expressed or implied in any forward-looking statements. All
of Dynegys 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 Exhibit99.2 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 Companys Current Report on Form8-K
filed on June28, 2016), the Companys offering of $750.0 million
in aggregate principal amount of 8.00% Senior Notes due 2025 (as
previously disclosed in the Companys Current Report on Form8-K
filed on October11, 2016), the issuance of shares of common stock
to ECP (as previously disclosed on the Companys Current Report on
Form8-K filed on March1, 2016), the Companys incremental $2.0
billion term loan credit facility (as previously disclosed on the
Companys Current Report on Form8-K filed on June28, 2016), the
offering of the Companys tangible equity units (as previously
disclosed in the Companys Current Report on Form8-K filed on
June15, 2016), the Companys completed acquisitions of the
membership interest in certain subsidiaries of affiliates of Duke
Energy Corp. and Energy Capital Partners (as previously disclosed
on the Companys Current Report on Form8-K filed on August26,
2014) and the pending sale of the Troy and Armstrong facilities
to LS Power.

Item 9.01 Financial Statements and
Exhibits.

(a) Financial Statements of Businesses Acquired

Audited combined financial statements and Independent Auditors
Reports of the GSENA Thermal Assets as of and for the year ended
December31, 2016 and the notes related thereto, attached as
Exhibit99.1 hereto.

(b) Pro Forma Financial Information

Unaudited pro forma condensed combined financial statements of
the Company as of and for the three months ended March31, 2017
and for the year ended December31, 2016, giving effect to, among
other transactions, the Acquisition, attached as Exhibit99.2
hereto.

(c) Shell Company Transactions

Not applicable.

DYNEGY INC. Exhibit
EX-23.1 2 a17-14683_1ex23d1.htm EX-23.1 Exhibit 23.1   CONSENT OF INDEPENDENT AUDITORS   We consent to the incorporation by reference in Dynegy Inc.’s Registration Statement No. 333-199179 on Form S-3 and Registration Statement No. 333-211734 on Form S-8,…
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