0001104659-17-064969.txt : 20171031 0001104659-17-064969.hdr.sgml : 20171031 20171031161540 ACCESSION NUMBER: 0001104659-17-064969 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20171031 DATE AS OF CHANGE: 20171031 GROUP MEMBERS: ECP CONTROLCO, LLC GROUP MEMBERS: ENERGY CAPITAL PARTNERS GP III, LP GROUP MEMBERS: ENERGY CAPITAL PARTNERS III, LP GROUP MEMBERS: ENERGY CAPITAL PARTNERS III-A, LP GROUP MEMBERS: ENERGY CAPITAL PARTNERS III-B (TERAWATT IP), LP GROUP MEMBERS: ENERGY CAPITAL PARTNERS III-C, LP GROUP MEMBERS: TERAWATT HOLDINGS GP, LLC GROUP MEMBERS: TERAWATT HOLDINGS, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DYNEGY INC. CENTRAL INDEX KEY: 0001379895 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 205653152 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83671 FILM NUMBER: 171165890 BUSINESS ADDRESS: STREET 1: 601 TRAVIS, SUITE 1400 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 507-6400 MAIL ADDRESS: STREET 1: 601 TRAVIS, SUITE 1400 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: Dynegy Inc.. DATE OF NAME CHANGE: 20070404 FORMER COMPANY: FORMER CONFORMED NAME: Dynegy Acquisition, Inc.. DATE OF NAME CHANGE: 20070403 FORMER COMPANY: FORMER CONFORMED NAME: Dynegy Acquisition, Inc. DATE OF NAME CHANGE: 20061102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENERGY CAPITAL PARTNERS III, LLC CENTRAL INDEX KEY: 0001621292 IRS NUMBER: 800937685 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 51 JOHN F. KENNEDY PARKWAY STREET 2: SUITE 200 CITY: SHORT HILLS STATE: NJ ZIP: 07078 BUSINESS PHONE: (973) 671-6100 MAIL ADDRESS: STREET 1: 51 JOHN F. KENNEDY PARKWAY STREET 2: SUITE 200 CITY: SHORT HILLS STATE: NJ ZIP: 07078 SC 13D/A 1 a17-24935_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and
Amendments Thereto Filed Pursuant to § 240.13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

Dynegy Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

26817R108

(CUSIP Number)

 

Christopher M. Leininger, Esq.
c/o Energy Capital Partners III, LLC
51 John F. Kennedy Parkway, Suite 200
Short Hills, NJ 07078
(973) 671-6100

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

October 29, 2017

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 26817R108

13D

 

 

Explanatory Note

 

This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) amends and supplements the Statement on Schedule 13D filed with the United States Securities and Exchange Commission on February 17, 2017, as amended to date (the “Statement”), relating to the Common Stock (the “Common Stock”) of Dynegy, Inc. (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Statement.

 

Item 4.                                                         Purpose of Transaction.

 

Item 4 of the Statement is hereby amended and supplemented by adding the following:

 

Merger Support Agreement

 

On October 29, 2017, Vistra Energy Corp. (“Vistra”) and the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”). Concurrent with the execution of the Merger Agreement, Terawatt Holdings, LP (“Terawatt Holdings”) entered into a merger support agreement with Vistra (the “Merger Support Agreement”), pursuant to which Terawatt Holdings agreed to vote its Common Stock of the Issuer in favor of adoption of the Merger Agreement. The Merger Support Agreement will automatically terminate upon a change of recommendation by the board of directors of Vistra or the termination of the Merger Agreement in accordance with its terms.

 

The foregoing description of the Merger Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement filed as an exhibit to this Statement and incorporated herein by reference.

 

Item 6.                                                         Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 of the Statement is hereby amended and supplemented by adding the following:

 

Item 4 above summarizes certain provisions of the Merger Support Agreement and is incorporated herein by reference. The Merger Support Agreement is attached as an exhibit to this Statement and is incorporated herein by reference.

 

Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

 

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CUSIP No. 26817R108

13D

 

 

Item 7.                                                         Materials to be Filed as Exhibits

Item 7 of the Statement is amended and supplemented by adding the following:

 

Exhibit
Number

 

Description

7

 

Merger Support Agreement, dated as of October 29, 2017, by and between Vistra Energy Corp. and Terawatt Holdings, LP (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Vistra Energy Corp. (File No. 001-38086) on October 30, 2017).

 

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CUSIP No. 26817R108

13D

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

 

Date:      October 31, 2017

 

 

ECP ControlCo, LLC

 

 

 

By:

/s/ Andrew D. Singer

 

Name:

Andrew D. Singer

 

Title:

Managing Member

 

 

 

 

 

 

 

Energy Capital Partners III, LLC

 

By: ECP ControlCo, LLC, its managing member

 

 

 

 

By:

/s/ Andrew D. Singer

 

Name:

Andrew D. Singer

 

Title:

Managing Member

 

 

 

 

 

 

 

Energy Capital Partners GP III, LP

 

By: Energy Capital Partners III, LLC, its general partner

 

By: ECP ControlCo, LLC, its managing member

 

 

 

 

By:

/s/ Andrew D. Singer

 

Name:

Andrew D. Singer

 

Title:

Managing Member

 

 

 

 

 

 

 

Energy Capital Partners III, LP

 

By: Energy Capital Partners GP III, LP, its general partner

 

By: Energy Capital Partners III, LLC, its general partner

 

By: ECP ControlCo, LLC, its managing member

 

 

 

 

By:

/s/ Andrew D. Singer

 

Name:

Andrew D. Singer

 

Title:

Managing Member

 

4


 

CUSIP No. 26817R108

13D

 

 

 

Energy Capital Partners III-A, LP

 

By: Energy Capital Partners GP III, LP, its general partner

 

By: Energy Capital Partners III, LLC, its general partner

 

By: ECP ControlCo, LLC, its managing member

 

 

 

By:

/s/ Andrew D. Singer

 

Name:

Andrew D. Singer

 

Title:

Managing Member

 

 

 

 

 

Energy Capital Partners III-B (Terawatt IP), LP

 

By: Energy Capital Partners GP III, LP, its general partner

 

By: Energy Capital Partners III, LLC, its general partner

 

By: ECP ControlCo, LLC, its managing member

 

 

 

By:

/s/ Andrew D. Singer

 

Name:

Andrew D. Singer

 

Title:

Managing Member

 

 

 

 

 

 

 

Energy Capital Partners III-C, LP

 

By: Energy Capital Partners GP III, LP, its general partner

 

By: Energy Capital Partners III, LLC, its general partner

 

By: ECP ControlCo, LLC, its managing member

 

 

 

By:

/s/ Andrew D. Singer

 

Name:

Andrew D. Singer

 

Title:

Managing Member

 

 

 

 

 

 

 

Terawatt Holdings GP, LLC

 

 

 

By:

/s/ Tyler Reeder

 

Name:

Tyler Reeder

 

Title:

President

 

 

 

 

 

 

 

Terawatt Holdings, LP

 

By: Terawatt Holdings GP, LLC, its general partner

 

 

 

By:

/s/ Tyler Reeder

 

Name:

Tyler Reeder

 

Title:

President

 

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