EX-99.2 4 a17-14683_1ex99d2.htm EX-99.2

Exhibit 99.2

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

The following unaudited pro forma condensed combined financial information (the “Pro Forma Financial Information”) sets forth selected historical consolidated financial information for Dynegy and gives effect to the Acquisition, the related financings, and the sale of the Troy and Armstrong facilities, all as described below.  The historical data provided for the year ended December 31, 2016, and as of and for the three months ended March 31, 2017, are derived from our audited annual consolidated financial statements and unaudited interim consolidated financial statements included in Dynegy’s Annual Report on Form 10-K for the year ended December 31, 2016, and Quarterly Report on Form 10-Q for the three months ended March 31, 2017.

 

The unaudited pro forma condensed combined statements of operations are presented for the fiscal year ended December 31, 2016, and for the three months ended March 31, 2017.  The unaudited pro forma condensed combined balance sheet is presented as of March 31, 2017.  The Pro Forma Financial Information is provided for informational and illustrative purposes only and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes in Dynegy’s Annual Report on Form 10-K for the year ended December 31, 2016, and Dynegy’s Quarterly Report on Form 10-Q for the three months ended March 31, 2017, in addition to the combined financial statements of the GSENA Thermal Assets for the same periods included elsewhere in this Current Report on Form 8-K.

 

The pro forma adjustments, as described in the notes to the Pro Forma Financial Information, are based on currently available information.  Management believes such adjustments are reasonable, factually supportable and directly attributable to the events and transactions described below.  The unaudited pro forma condensed combined balance sheet reflects the impact of the sale of the Troy and Armstrong facilities as if they had been completed on March 31, 2017.  The unaudited pro forma condensed combined statements of operations give effect to the Acquisition, the related financing, and the sale of the Troy and Armstrong facilities as if they had been completed on January 1, 2016, and only include adjustments which have an ongoing impact.  The Pro Forma Financial Information does not purport to represent what our actual consolidated results of operations or financial position would have been had the events and transactions occurred on the dates assumed, nor is it necessarily indicative of our future financial condition or consolidated results of operations.

 

The Pro Forma Financial Information gives effect to the following:

 

·                  The Acquisition.  On February 7, 2017, Atlas Power, a wholly-owned subsidiary of Dynegy, acquired the GSENA Thermal Assets from International Power S.A (the “Acquisition”) for a purchase price of $3.283 billion.

 

·                  Bond Offering.  On October 11, 2016, Dynegy issued $750 million of senior notes to pay a portion of the investment in Atlas Power then held by certain affiliated investment funds of Energy Capital Partners III, LLC (the “ECP Funds”), and to pay down $550 million of its term loans.

 

·                  Common Stock Issuance to the ECP Funds.  On February 7, 2017, Dynegy sold 13,711,152 shares of its common stock for an aggregate purchase price of $150 million to the ECP Funds.

 

·                  Term Loan Facility.  On June 27, 2016, a wholly-owned subsidiary of Dynegy entered into an incremental $2 billion term loan credit agreement (the “Tranche C Term Loan”), the proceeds of which were escrowed until the closing of the Acquisition, in order to finance a portion of the purchase price of the Acquisition and pay related fees and expenses.

 

·                  Issuance of Tangible Equity Units.  On June 21, 2016, Dynegy conducted a $460 million public offering of tangible equity units, or “Units” at $100 per Unit.  Each Unit is comprised of a prepaid stock purchase contract and an amortizing note due July 1, 2019.  The prepaid stock purchase contract is treated as equity and the amortizing notes are treated as debt.  The earnings per share of Dynegy stock are diluted by this transaction. The basic earnings per share calculation includes the minimum number of shares to be delivered of 23.1 million pursuant to the related stock purchase contract.  The diluted earnings per share calculation includes the number of shares expected to be delivered using the if-converted method.

 

·                  Sale of Troy and Armstrong Facilities.  On February 23, 2017, Dynegy reached an agreement with LS Power for the sale of its Troy and Armstrong generating facilities, which were part of the Acquisition, to LS Power for $480 million (consisting of approximately $451 million of assets as of March 31, 2017 and $29 million of forecasted capital expenditures prior to the close of the transaction), subject to customary adjustments.

 

The Pro Forma Financial Information has been prepared using the acquisition method of accounting for business combinations under U.S. GAAP, whereby we are required to record the assets acquired and liabilities assumed in the Acquisition at their estimated fair values as of the closing date.  The fair value adjustments associated with the assets and liabilities used in the preparation of the unaudited pro forma condensed combined financial statements included herein should be considered preliminary.  Actual results could vary materially from the Pro Forma Financial Information.  In addition, the adjustments related to the Acquisition do not reflect any of the synergies and cost reductions that may result.

 



 

DYNEGY INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

 

 

 

As of March 31, 2017

 

 

 

($ in millions)

 

 

 

Dynegy

 

Disposal of Assets

 

Dynegy

 

 

 

As Reported

 

Held-for-sale

 

As Adjusted

 

ASSETS

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

467

 

$

451

(a)

$

918

 

Accounts receivable, net

 

394

 

 

394

 

Inventory

 

513

 

 

513

 

Assets from risk management activities

 

129

 

 

129

 

Intangible assets

 

31

 

 

31

 

Prepayments and other current assets

 

157

 

 

157

 

Total Current Assets

 

1,691

 

451

 

2,142

 

Property, plant, and equipment, net

 

9,719

 

 

9,719

 

Investment in unconsolidated affiliate

 

149

 

 

149

 

Assets from risk management activities

 

34

 

 

34

 

Goodwill

 

799

 

 

799

 

Intangible assets

 

63

 

 

63

 

Assets held for sale

 

451

 

(451

) (a)

 

Other long-term assets

 

174

 

 

174

 

Total Assets

 

$

13,080

 

$

 

$

13,080

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

Accounts payable

 

$

287

 

$

 

$

287

 

Accrued interest

 

205

 

 

205

 

Intangible liabilities

 

34

 

 

34

 

Accrued liabilities and other current liabilities

 

137

 

 

137

 

Liabilities from risk management activities

 

66

 

 

66

 

Asset retirement obligations

 

58

 

 

58

 

Debt, current portion

 

117

 

 

117

 

Total Current Liabilities

 

904

 

 

904

 

Debt, long-term portion

 

9,200

 

 

9,200

 

Other Liabilities

 

 

 

 

 

 

 

Liabilities from risk management activities

 

50

 

 

50

 

Asset retirement obligations

 

259

 

 

259

 

Deferred income taxes

 

35

 

 

35

 

Intangible liabilities

 

45

 

 

45

 

Other long-term liabilities

 

165

 

 

165

 

Total Liabilities

 

10,658

 

 

10,658

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

Total Equity

 

2,422

 

 

2,422

 

Total Liabilities and Equity

 

$

13,080

 

$

 

$

13,080

 

 



 

DYNEGY INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

 

 

 

Three Months Ended March 31, 2017

 

 

 

($ in millions)

 

 

 

Dynegy

 

GSENA Thermal Assets

 

Acquisition

 

Less: Assets

 

Dynegy

 

 

 

As Reported

 

As Reported

 

Adjustments

 

Disposed of (l)

 

As Adjusted

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

1,247

 

$

37

 

$

20

(c)

$

21

 

$

1,283

 

Cost of sales, excluding depreciation expense

 

(757

)

(29

)

2

(d)

(2

)

(782

)

Gross margin

 

490

 

8

 

22

 

19

 

501

 

Operating and maintenance expense

 

(232

)

(39

)

(8

)(e)

(2

)

(277

)

Depreciation expense

 

(200

)

(23

)

8

(f)

 

(215

)

Impairments

 

(20

)

 

 

 

(20

)

Mark-to-market income (loss), net

 

 

20

 

(20

)(c)

 

 

Loss on sale of assets

 

 

(1

)

 

 

(1

)

General and administrative expense

 

(40

)

 

(1

)(g)

 

(41

)

Acquisition and integration costs

 

(45

)

 

31

(h)

 

(14

)

Other

 

(2

)

 

 

(3

)

1

 

Personnel costs

 

 

(7

)

7

(i)

 

 

Operating loss

 

(49

)

(42

)

39

 

14

 

(66

)

Bankruptcy reorganization items

 

483

 

 

 

 

483

 

Earnings from unconsolidated investments

 

(1

)

1

 

 

 

 

Interest expense

 

(167

)

(1

)

1

(j)

 

(167

)

Other income and expense, net

 

17

 

 

 

 

17

 

Loss before income taxes

 

283

 

(42

)

40

 

14

 

267

 

Income tax benefit (expense)

 

313

 

12

 

(12

)(k)

 

313

 

Net income (loss) attributable to Dynegy Inc.

 

596

 

(30

)

28

 

14

 

580

 

Less: Net loss attributable to noncontrolling interest

 

(1

)

 

 

 

(1

)

Net income (loss) attributable to Dynegy Inc.

 

597

 

(30

)

28

 

14

 

581

 

Less: Dividends on preferred stock

 

5

 

 

 

 

5

 

Net income (loss) attributable to Dynegy Inc. common stockholders

 

$

592

 

$

(30

)

$

28

 

$

14

 

$

576

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share attributable to Dynegy Inc. common stockholders

 

$

4.00

 

 

 

 

 

 

 

$

3.74

 

Diluted earnings per share attributable to Dynegy Inc. common stockholders

 

$

3.57

 

 

 

 

 

 

 

$

3.36

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic shares outstanding

 

148

 

 

 

 

 

 

 

154

(m)

Diluted shares outstanding

 

167

 

 

 

 

 

 

 

173

(m)

 



 

DYNEGY INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

 

 

 

Year Ended December 31, 2016

 

 

 

($ in millions)

 

 

 

Dynegy

 

Transaction

 

GSENA Thermal Assets

 

Acquisition

 

Less: Assets

 

Dynegy

 

 

 

As Reported

 

Financing

 

As Reported

 

Adjustments

 

Disposed of (l)

 

As Adjusted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

4,318

 

$

 

$

970

 

$

(91

)(c)

$

151

 

5,046

 

Cost of sales, excluding depreciation expense

 

(2,281

)

 

(524

)

18

(d)

(31

)

(2,756

)

Gross margin

 

2,037

 

 

446

 

(73

)

120

 

2,290

 

Operating and maintenance expense

 

(940

)

 

(125

)

(12

)(e)

(3

)

(1,074

)

Depreciation expense

 

(689

)

 

(228

)

90

(f)

 

(827

)

Impairments

 

(858

)

 

(6

)

 

 

(864

)

Mark-to-market income (loss), net

 

 

 

(91

)

91

(c)

 

 

Gain (loss) on sale of assets

 

(1

)

 

(35

)

 

(3

)

(33

)

General and administrative expense

 

(161

)

 

 

(58

)(g)

(3

)

(216

)

Acquisition and integration costs

 

(11

)

 

 

5

(h)

 

(6

)

Other

 

(17

)

 

 

 

(7

)

(10

)

Personnel costs

 

 

 

(52

)

52

(i)

 

 

Operating income (loss)

 

(640

)

 

(91

)

95

 

104

 

(740

)

Bankruptcy reorganization items

 

(96

)

 

 

 

 

(96

)

Earnings from unconsolidated investments

 

7

 

 

26

 

 

 

33

 

Interest expense

 

(625

)

(43

)(b)

(33

)

33

(j)

 

(668

)

Other income and expense, net

 

65

 

 

 

 

 

65

 

Income (loss) before income taxes

 

(1,289

)

(43

)

(98

)

128

 

104

 

(1,406

)

Income tax benefit (expense)

 

45

 

 

27

 

(27

)(k)

 

45

 

Net income (loss)

 

(1,244

)

(43

)

(71

)

101

 

104

 

(1,361

)

Less: Net loss attributable to noncontrolling interest

 

(4

)

 

 

 

 

(4

)

Net income (loss) attributable to Dynegy Inc.

 

(1,240

)

(43

)

(71

)

101

 

104

 

(1,357

)

Less: Dividends on preferred stock

 

22

 

 

 

 

 

22

 

Net income (loss) attributable to Dynegy Inc. common stockholders

 

$

(1,262

)

$

(43

)

$

(71

)

$

101

 

$

104

 

$

(1,379

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted earnings (loss) per share attributable to Dynegy Inc. common stockholders

 

$

(9.78

)

 

 

 

 

 

 

 

 

$

(8.95

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted shares outstanding

 

129

 

 

 

 

 

 

 

 

 

154

(m)

 



 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

Balance Sheet Adjustment:

 

a)                         Reflects the estimated proceeds of the sale of the Troy and Armstrong Facilities to LS Power of $451 million as if the transaction had closed on March 31, 2017.  Also reflects the removal of Dynegy’s historical carrying value of those facilities as of March 31, 2017.  No gain or loss was recognized on the sale, as the carrying value closely approximated the anticipated net proceeds from the sale.

 

Statement of operations adjustments:

 

Transaction Financing

 

b)                         Reflects estimated interest expense of (i) 4.3% for the $2 billion Tranche C Term Loan, (ii) 7.0% for the $87 million debt portion of the Units, (iii) 8.0% for the $750 million senior notes, (iv) 3.3% for the $300 million draw on the revolving credit facility, and (v) amortization of $94 million debt issuance costs associated with these debt balances over an estimated average life of 7 years, offset by (vi) elimination of interest expense of 5.1% for the $550 million repayment of a portion of our term loans, (vii) reduction in the unutilized commitment fee of 0.375% related to the revolving credit facility, and (viii) reduction in interest expense related to historical deferred financing costs on retired debt which is considered to be a non-recurring transaction for the year ended December 31, 2016.

 

An increase or decrease of 0.125% in the interest rate on the net additional indebtedness of $2.3 billion would result in a corresponding increase or decrease of $2.9 million in interest on an annual basis, or a corresponding increase or decrease of $0.7 million in interest on a quarterly basis.

 

Acquisition Adjustments

 

c)                          Represents the reclassification of GSENA Thermal Assets’ historical mark-to-market on commodity contracts to Revenues to conform to Dynegy’s presentation.

 

d)                         Represents the reclassification of $2 million and $18 million of GSENA Thermal Assets’ historical Cost of sales, excluding depreciation expense, for the three months ended March 31, 2017 and the year ended December 31, 2016, respectively to Operating and maintenance (“O&M”) expense to conform to Dynegy’s presentation.

 

e)                          Represents the reclassification of GSENA Thermal Assets’ historical $2 million of Cost of sales and $6 million of personnel costs noted in (d) above and (i) below, respectively, to O&M expense to conform to Dynegy’s presentation for the three months ended March 31, 2017.

 

Represents the reclassification of GSENA Thermal Assets’ historical $18 million of Cost of sales and $52 million of personnel costs noted in (d) above and (i) below, respectively, to O&M expense offset by the reclassification of $58 million of O&M expense, noted in (g) below, to G&A expense to conform to Dynegy’s presentation for the year ended December 31, 2016.

 

f)                           Reflects an adjustment to decrease GSENA Thermal Assets’ historical depreciation expense as a result of the fair value adjustment to Property, plant, and equipment, using the straight-line method of depreciation and estimated remaining useful lives of 20 years.

 

g)                          Represents the reclassification of $1 million of GSENA Thermal Assets’ historical personnel costs noted in (h) below to G&A expense to conform to Dynegy’s presentation for the three months ended March 31, 2017.  Represents the reclassification of $58 million of GSENA Thermal Assets’ historical O&M expense to conform to Dynegy’s presentation for the year ended December 31, 2016.

 

h)                         Represents the removal of $31 million and $5 million of Dynegy’s acquisition costs for the three months ended March 31, 2017 and the year ended December 31, 2016, respectively, which are directly attributable to the Acquisition.

 

i)                             Represents the reclassification of $7 million of GSENA Thermal Assets’ historical personnel costs, including $6 million to O&M expense and $1 million to G&A expense to conform to Dynegy’s presentation for the three months ended March 31, 2017.

 

Represents the reclassification of $52 million of GSENA Thermal Assets’ historical personnel costs to O&M expense to conform to Dynegy’s presentation for the year ended December 31, 2016.

 



 

j)                            Represents an adjustment to remove GSENA Thermal Assets’ historical interest expense.

 

k)                         Reflects the removal of GSENA Thermal Assets’ historical income tax expense plus an adjustment to reflect the expected income tax provision based upon a state statutory rate of approximately 1.4%, since Dynegy’s effective federal tax rate is zero due to historical net operating losses.  In 2017, Dynegy recorded an income tax benefit related to the reduction of its valuation allowance attributable to the acquisition.  This tax benefit is not included in the pro forma condensed combined statement of operations for the year ended December 31, 2016, the earliest period presented.

 

l)                             Reflects the removal of the historical operating results of the Troy and Armstrong facilities.

 

m)                     Reflects the addition of 13,711,152 shares of Dynegy common stock issued to the ECP Funds and 23,092,460 shares of common stock to be issued related to the Units outstanding for the for the three months ended March 31, 2017 and the year ended December 31, 2016.  For the year ended December 31, 2016, an additional 5,425,700 common shares could be issued related to the Units; however, no adjustment for these additional shares is reflected in the pro forma diluted earnings per share calculations as it is antidilutive.