0001104659-18-008954.txt : 20180213 0001104659-18-008954.hdr.sgml : 20180213 20180213150038 ACCESSION NUMBER: 0001104659-18-008954 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180213 DATE AS OF CHANGE: 20180213 GROUP MEMBERS: AVENUE CAPITAL MANAGEMENT II GENPAR, LLC GROUP MEMBERS: AVENUE ENERGY OPPORTUNITIES FUND, L.P. GROUP MEMBERS: AVENUE ENERGY OPPORTUNITIES PARTNERS, LLC GROUP MEMBERS: MARC LASRY 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83671 FILM NUMBER: 18602586 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: Avenue Capital Management II, L.P. CENTRAL INDEX KEY: 0001317338 IRS NUMBER: 522258514 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 6TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-850-7519 MAIL ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 6TH FL CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Avenue Capital Management II, LLC DATE OF NAME CHANGE: 20050210 SC 13G/A 1 a18-6012_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

Dynegy Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

26817R108

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

 

The information required in 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

13G

 

 

 

1.

Name of Reporting Persons
Avenue Energy Opportunities Fund, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0%*

 

 

12.

Type of Reporting Person
PN

 

*See Disclosure in Item 4 of this Schedule 13G.

 

2


 

CUSIP No. 26817R108

13G

 

 

 

1.

Name of Reporting Persons
Avenue Energy Opportunities Partners, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0%*

 

 

12.

Type of Reporting Person
OO

 

*See Disclosure in Item 4 of this Schedule 13G.

 

3


 

CUSIP No. 26817R108

13G/A

 

 

 

1.

Name of Reporting Persons
Avenue Capital Management II, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,718,754

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,718,754

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,718,754

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.2%*

 

 

12.

Type of Reporting Person
IA/PN

 

*See Disclosure in Item 4 of this Schedule 13G/A.

 

4


 

CUSIP No. 26817R108

13G/A

 

 

 

1.

Name of Reporting Persons
Avenue Capital Management II GenPar, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,718,754

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,718,754

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,718,754

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.2%*

 

 

12.

Type of Reporting Person
OO

 

*See Disclosure in Item 4 of this Schedule 13G/A.

 

5


 

CUSIP No. 26817R108

13G/A

 

 

 

1.

Name of Reporting Persons
Marc Lasry

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,718,754

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,718,754

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,718,754

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.2%*

 

 

12.

Type of Reporting Person
IN/HC

 

*See Disclosure in Item 4 of this Schedule 13G/A.

 

6


 

SCHEDULE 13G/A

 

This Amendment No. 2 (this “Schedule 13G/A”) to the original Schedule 13G filed on February 13, 2018 (the “Schedule 13G”) is being filed on behalf of Avenue Energy Opportunities Fund, L.P., Avenue Energy Opportunities Partners, LLC,  Avenue Capital Management II, L.P., Avenue Capital Management II GenPar, LLC and Marc Lasry (collectively, the “Reporting Persons”) relating to shares of common stock, par value $0.01 per share (the “Common Stock”), of Dynegy Inc., a Delaware corporation (the “Issuer”).

 

Item 1

 

(a)

Name of Issuer.
Dynegy Inc.

 

(b)

Address of Issuer’s Principal Executive Offices.
601 Travis Street, Suite 1400

Houston, TX 77002

 

Item 2

 

(a)

Name of Persons Filing:
See cover pages Item 1

 

(b)

Address of Principal Business Office, or, if none, Residence.
c/o Avenue Capital Management II, L.P.

399 Park Avenue, 6th Floor

New York, NY 10022

 

(c)

Citizenship:
See cover pages Item 4

 

(d)

Title of Class of Securities:
Common Stock, par value $0.01 per share

 

(e)

CUSIP Number:
26817R108

 

Item 3

 Statement filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c):

 

This Schedule 13G/A is being filed pursuant to Rule 13d-2(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by Avenue Capital Management II, L.P., an investment adviser (in accordance with Rule 13d-1(b)(1)(ii)(E) under the Exchange Act) to each of the Avenue Funds (as defined herein).  Avenue Capital Management II GenPar, LLC is the General Partner of Avenue Capital Management II, L.P., and Marc Lasry is the Managing Member of Avenue Capital Management II GenPar, LLC. 

 

7


 

 

Item 4

Ownership.

 

See cover pages Items 5-11.

The approximate percentages of Common Stock reported as beneficially owned by the Reporting Persons are based upon 144,384,491 shares of Common Stock outstanding as of January 19, 2018 as reported on the Issuer’s Schedule 14A filed on January 25, 2018. 

 

Collectively, the securities reported in this Schedule 13G/A are (or were) held by Avenue Special Opportunities Fund II, L.P., a Delaware limited partnership, Avenue Special Situations Fund VI (Master), L.P., a Delaware limited partnership, and Avenue Energy Opportunities Fund, L.P., a Delaware limited partnership (the “Avenue Funds”). Avenue Capital Management II, L.P., a Delaware limited partnership, is an investment adviser to each of the Avenue Funds.  Avenue Capital Management II GenPar, LLC, a Delaware limited liability company, is the general partner of Avenue Capital Management II, L.P. Marc Lasry is the managing member or member of Avenue Capital Management II GenPar, LLC.  Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that they have formed a group.

 

Item 5

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that, as of the date hereof, the reporting person(s)  has/have ceased to be the beneficial owner of more than five percent (5%) of the class of securities, check the following box  x.

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9

Notice of Dissolution of Group.

 

Not applicable.

 

8


 

Item 10

 

Certification.

 

 

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURE

 

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:    February 13, 2018

 

 

AVENUE ENERGY OPPORTUNITIES FUND, L.P.

 

By: Avenue Energy Opportunities Partners, LLC, its General Partner

 

 

 

By:

/s/ Eric Ross

 

Name: Eric Ross

 

Title: Attorney-in-Fact for Marc Lasry, Managing Member

 

 

 

AVENUE ENERGY OPPORTUNITIES PARTNERS, LLC

 

 

 

By:

/s/ Eric Ross

 

Name: Eric Ross

 

Title: Attorney-in-Fact for Marc Lasry, Managing Member

 

 

 

AVENUE CAPITAL MANAGEMENT II, L.P.

 

 

 

By: Avenue Capital Management II GenPar, LLC,

 

its General Partner

 

 

 

By:

/s/ Eric Ross

 

Name: Eric Ross

 

Title: Attorney-in-Fact for Marc Lasry, Managing Member

 

 

 

AVENUE CAPITAL MANAGEMENT II GENPAR, LLC

 

 

 

By:

/s/ Eric Ross

 

Name: Eric Ross

 

Title: Attorney-in-Fact for Marc Lasry, Managing Member

 

 

 

MARC LASRY

 

 

 

By:

/s/ Eric Ross

 

Name: Eric Ross

 

Title: Attorney-in-Fact for Marc Lasry

 

9


 

Exhibits

 

Exhibit 24

Power of Attorney for Marc Lasry, dated February 11, 2010 (incorporated by reference to Exhibit 24 to the filing on Schedule 13G relating to beneficial ownership of shares of common stock, par value $0.01 per share, of Spectrum Brand Holdings, Inc., filed with the Securities and Exchange Commission on June 25, 2010).

 

 

Exhibit 99.1

Agreement of Reporting Persons

 

10

 EX-99.1 2 a18-6012_1ex99d1.htm EX-99.1

EXHIBIT 99.1

 

Agreement of Reporting Persons

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Act”), Avenue Energy Opportunities Fund, L.P., Avenue Energy Opportunities Partners, LLC, Avenue Capital Management II, L.P., Avenue Capital Management II GenPar, LLC and Marc Lasry hereby agree to file jointly the statement on this Amendment No. 2 to Schedule 13G (this “Schedule 13G/A”) to which this Agreement is attached and any further amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Act.

 

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning any other party unless such party knows or has reason to believe such information is inaccurate.

 

It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement on this Schedule 13G/A, and any amendments thereto, filed on behalf of each of the parties hereto.

 

Dated:  February 13, 2018

 

 

AVENUE ENERGY OPPORTUNITIES FUND, L.P.

 

By: Avenue Energy Opportunities Partners, LLC, its General Partner

 

 

 

By:

/s/ Eric Ross

 

Name: Eric Ross

 

Title: Attorney-in-Fact for Marc Lasry, Managing Member

 

 

 

AVENUE ENERGY OPPORTUNITIES PARTNERS, LLC

 

 

 

By:

/s/ Eric Ross

 

Name: Eric Ross

 

Title: Attorney-in-Fact for Marc Lasry, Managing Member

 

 

 

AVENUE CAPITAL MANAGEMENT II, L.P.

 

By: Avenue Capital Management II GenPar, LLC,

 

its General Partner

 

 

 

By:

/s/ Eric Ross

 

Name: Eric Ross

 

Title: Attorney-in-Fact for Marc Lasry, Managing Member

 

 

 

AVENUE CAPITAL MANAGEMENT II GENPAR, LLC

 

 

 

By:

/s/ Eric Ross

 

Name: Eric Ross

 

Title: Attorney-in-Fact for Marc Lasry, Managing Member

 

 

 

 

 

MARC LASRY

 

 

 

By:

/s/ Eric Ross

 

Name: Eric Ross

 

Title: Attorney-in-Fact for Marc Lasry