-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ij2oHnwZWeEC3jtxdM0DXhDDUHvmHxXepfLOXFSZ8r4N2Ki0eMj/Rnyo+1mkPXMx UsYBg9rsstNQeJ22E2paxg== 0001209191-09-056457.txt : 20091210 0001209191-09-056457.hdr.sgml : 20091210 20091210172956 ACCESSION NUMBER: 0001209191-09-056457 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091130 FILED AS OF DATE: 20091210 DATE AS OF CHANGE: 20091210 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 1000 LOUISIANA STREET, SUITE 5800 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 507-6400 MAIL ADDRESS: STREET 1: 1000 LOUISIANA STREET, SUITE 5800 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LSP Gen Investors, L.P. CENTRAL INDEX KEY: 0001478264 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33443 FILM NUMBER: 091234639 BUSINESS ADDRESS: STREET 1: 1700 BROADWAY STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 615-3456 MAIL ADDRESS: STREET 1: 1700 BROADWAY STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 3 1 c93599_3x0.xml MAIN DOCUMENT DESCRIPTION X0203 3 2009-11-30 0 0001379895 DYNEGY INC. DYN 0001478264 LSP Gen Investors, L.P. 1700 BROADWAY 35TH FLOOR NEW YORK NY 10019 0 0 1 0 Class A Common Stock 1164302 D In connection with the Purchase and Sale Agreement (as amended, the "PSA") dated as of August 9, 2009, among LS Power Partners, L.P. ("LSP Partners"), LS Power Associates, L.P. ("LSP Associates"), LS Power Equity Partners, L.P. ("LSPEP"), LS Power Equity Partners PIE I, L.P. ("PIE I"), LSP Gen Investors, L.P. ("Gen Investors", and collectively with LSP Partners, LSP Associates, LSPEP, and PIE I, the "LS Entities"), Port River, LLC, Valley Road, LLC, Dos Rios, LLC (collectively with the LS Entities, "Buyers"), Dynegy Inc., Dynegy Gen Finance Co, LLC, Southwest Power Partners, LLC, Riverside Generation, Inc., Dynegy Renaissance Power, Inc., Bluegrass Generation, Inc., Dynegy Midwest Generation, Inc., RRP Company, Dynegy Power Services, Inc., and Dynegy Falcon Holdings Inc. (collectively, "Sellers"), the LS Entities received an aggregate of 95,000,000 shares of the Issuer's Class A common stock as a result of the conversion of 95,000,000 shares of the Issuer's Class B common stock then held by the LS Entities. Pursuant to the PSA, Sellers (i) sold to Buyers their interests in the entities that own the Sellers' Arlington Valley, Griffith, Bridgeport, Rocky Road, Tilton, Riverside/Foothills, Bluegrass and Renaissance generating facilities, as well as their interests in the entities that own a portion of and are constructing the Sandy Creek facility, and (ii) closed the transactions contemplated by a note purchase agreement, pursuant to which Dynegy Holdings Inc. issued to an affiliate of Buyers $235 million aggregate principal amount of 7.50 percent senior unsecured notes due 2015 (the "Senior Notes"). In exchange for the ownership interests and the Senior Notes, Sellers received (i) approximately $970 million in cash (including $175 million of cash currently supporting a portion of the Sellers' equity commitment in connection with the Sandy Creek project), and (ii) 245,000,000 shares of the Issuer's Class B common stock held by the LS Entities, with the remaining 95,000,000 shares of the Issuer's Class B common stock held by the LS Entities converted to an equivalent number of shares of the Issuer's Class A common stock as stated above. Of the 95,000,000 shares of the Issuer's Class A common stock received by the LS Entities pursuant to the PSA, Gen Investors directly holds 1,164,302 shares as reported on this Form 4. /s/ Darpan Kapadia, Managing Director 2009-12-10 -----END PRIVACY-ENHANCED MESSAGE-----