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DYN.HQ: 24 DYN plus $49.23 in cash per $1000.

Account debited $7.05 one day later to round up fractional share.

U.S. power firm Dynegy emerges from Chapter 11 (10/01/12)

Reuters) - U.S. power producer Dynegy Inc (DYNIQ.PK), which counts billionaire financier Carl Icahn among its shareholders, said on Monday it has emerged from Chapter 11, less than a month after winning court approval for its bankruptcy plan.

The Houston-based company said it will have about $800 million in liquidity in the form of cash and will have eliminated more than $4 billion in debt through the Chapter 11 process.

In exchange for the elimination of debt and other obligations, unsecured creditors will receive equity representing a 99 percent stake in the reorganized company and $200 million in cash.

Dynegy Inc, which will have approximately 100 million shares outstanding after the reorganization, is expected to begin trading on the New York Stock Exchange on October 3 under the symbol "DYN".

Other Dynegy shareholders include a Franklin Resources Inc (BEN.N) unit.

As part of the reorganization, on September 30, Dynegy Holdings LLC merged with and into the parent company Dynegy Inc.

Dynegy Inc filed for bankruptcy in July while Dynegy Holdings filed for protection from creditors on November 7, burdened by costly power plant leases and amid a dispute over whether its parent had acted properly two months earlier in taking about $1.25 billion of its coal-powered plant assets.

Creditors of Dynegy Inc and its Dynegy Holdings LLC unit had voted overwhelmingly in favor of their joint bankruptcy reorganization plan.

But some units like Dynegy Northeast Generation Inc, Hudson Power LLC, Dynegy Danskammer LLC and Dynegy Roseton LLC did not emerge from bankruptcy and remain under Chapter 11 protection.

(Reporting by Avik Das in Bangalore; Editing by Edmund Klamann and Edwina Gibbs)

http://www.reuters.com/article/2012/10/02/us-dynegyinc-bankruptcy-idUSBRE89101720121002

Notice of Occurrence of Effective Date of the Plan (10/01/12)

Statement /Notice of (A) Entry of Order Confirming the Joint Chapter 11 Plan of Reorganization for Dynegy Holdings, LLC and Dynegy Inc.; (B) Occurrence of Effective Date; and (C) Bar Date for Administrative Claims, Fee Claims and Rejection Damage Claims (related document(s)[1029], [861]) filed by Brian J. Lohan on behalf of Dynegy Holdings, LLC. (Lohan, Brian)

Source: Epiq Systems [Docket 1102]

Judge Confirms Dynegy's Plan to Exit Bankruptcy (9/05/12)

By JOSEPH CHECKLER
A judge Wednesday cleared Dynegy Inc. to exit bankruptcy mostly in the hands of its unsecured creditors, an anticlimactic but important step toward the exit door of a tumultuous Chapter 11.

Judge Cecelia G. Morris of the U.S. Bankruptcy Court in Poughkeepsie, N.Y., confirmed the plan after forcing Dynegy's lawyers to put witnesses on the stand to satisfy her concerns that the energy company wasn't providing enough details about its plan.

"Let's make a real record here," Judge Morris said at one point in the hearing. Her biggest concern, as is common in bankruptcy cases, was whether elements of the plan improperly released Dynegy and its executives and directors from legal action being taken against them later.

White & Case LLP's J. Christopher Shore, a lawyer for Dynegy, told Judge Morris that while the Dynegy bankruptcy wasn't the hardest he has ever worked on, it was near the top of the list.

"There were some dark periods," Mr. Shore said, alluding to the independent examiner's report that nearly threw the case into chaos, as well as an "essentially unprecedented collapse in natural gas prices" that hurt the company's core coal business.

Dynegy spokeswoman Katy Sullivan said, "The plan confirmation marks a significant milestone in Dynegy's restructuring." She added, "The plan provides the foundation for the company's future success."

Dynegy hopes to emerge from bankruptcy on or before Oct. 1, Ms. Sullivan said.

Susheel Kirpalani, whose report denounced Dynegy's prebankruptcy-filing transfer of coal assets toward equity holders and away from bondholders, was also in the courtroom Wednesday. His March report led to mediation—with himself as the mediator—that resulted in Dynegy's latest plan, which gives the company's unsecured creditors a 99% stake in Dynegy. Current Dynegy Inc. shareholders initially would receive 1%, plus warrants to potentially boost their stake to 13.5% over five years.

It includes a deal with a unit of U.S. Bancorp, USB +0.35%the representative of holders of bonds secured by leases of two Dynegy power plants. U.S. Bancorp had previously sued over the asset transfers but has agreed to drop the lawsuit in exchange for a $540 million claim plus as much as $31 million more if the two plants, called Roseton and Danskammer, are sold.

A group of subordinated note holders, who say they are owed more than $220 million, will divide among themselves about $55 million, good for about 25 cents on the dollar. As part of that settlement, two hedge funds that hold those notes will get their legal fees paid by Dynegy Holdings LLC's estate.

Dynegy's main operating subsidiary, Dynegy Holdings, filed for Chapter 11 protection in November 2011 to restructure billions of dollars in debt in bankruptcy court and get out of the two burdensome power-plant leases. The transfer of the coal-powered plants from Dynegy Holdings to Dynegy Inc. in September 2011 had left the subsidiary's bondholders owed roughly $4 billion without a claim on those plant assets.

When it put Dynegy Holdings and related subsidiaries into bankruptcy, the move hurt bondholders without affecting the parent's shareholders, eventually leading to the appointment of Mr. Kirpalani as examiner. Those shareholders include Carl Icahn, who has two seats on the company's board.

To facilitate its plan, Dynegy Inc. decided to put itself into bankruptcy in July and merged itself with Dynegy Holdings LLC. Dynegy Inc., the company said, will be the "surviving entity."

Write to Joseph Checkler at joseph.checkler@dowjones.com

http://professional.wsj.com/article/SB10000872396390444273704577633563593447268.html?mod=WSJ_qtnews_wsjlatest&mg=reno64-wsj

Dynegy Creditors Vote Overwhelmingly in Support of the Company’s Plan of Reorganization, Dynegy Announces Proposed Post-Emergence Board of Directors (8/27/12)

HOUSTON--(BUSINESS WIRE)--Dynegy Inc. (OTC: DYNIQ) and Dynegy Holdings, LLC announced that their creditors voted in support of their Joint Plan of Reorganization, with creditors holding approximately $3.5 billion of claims, or over 99% of the value of claims that voted, approving the Plan (this reflects approval by approximately 87% of the number of creditors who voted). A hearing to consider confirmation of the plan of reorganization is scheduled for September 5, 2012. Dynegy and Dynegy Holdings, LLC expect to emerge from bankruptcy shortly after confirmation of the plan.

Upon emergence, the Company proposes to have a seven member Board of Directors. The proposed new directors have been named by a selection committee appointed by the Company’s creditors. The Board appointments will be effective upon the Company’s emergence from chapter 11. Dynegy President and Chief Executive Officer Robert C. Flexon is proposed to remain on the Board. The remaining slate of proposed directors consists of Pat Wood III (Chairman), Hilary E. Ackermann, Paul Barbas, Richard Kuersteiner, Jeffrey S. Stein, and John R. Sult.

Pat Wood, III has served as a principal of Wood3 Resources, an energy infrastructure developer, since July 2005. Known for his leadership in the development of competitive energy markets, Mr. Wood served as chairman of the Federal Energy Regulatory Commission from 2001 to 2005. From 1995 until 2001, he chaired the Public Utility Commission of Texas. Prior to 1995, Mr. Wood was an attorney with Baker & Botts and an engineer with ARCO Indonesia.

Hilary E. Ackermann served as Chief Risk Officer with Goldman Sachs Bank USA from 2008 to 2011. Her responsibilities included managing credit, market and operational risk for Goldman Sach’s commercial bank; developing the bank’s risk management infrastructure including policies and procedures and processes; and maintaining relationships with bank regulators. Ms. Ackermann began her career at Goldman, Sachs & Co. in 1985 and served in roles of increasing responsibility.

Paul M. Barbas was President and Chief Executive Officer of DPL Inc. and its principal subsidiary, The Dayton Power and Light Company (DP&L) until 2011. He also served on the Board of Directors of DPL Inc. and DP&L. Mr. Barbas joined DPL in October 2006 as President and CEO. Prior to joining DPL he held various executive roles at Dover, Delaware-based Chesapeake Utilities Corporation. Mr. Barbas began his career in 1981 at General Electric, where he served in a variety of operations and financial positions until 1998.

Robert C. Flexon serves as President and Chief Executive Officer. Prior to joining Dynegy in July 2011, he served as the Chief Financial Officer of UGI Corporation from February to June 2011. He was the Chief Executive Officer of Foster Wheeler AG from June 2010 until October 2010 and the President and Chief Executive Officer of Foster Wheeler USA from November 2009 until May 2010. Prior to joining Foster Wheeler, Mr. Flexon was an Executive Vice President at NRG Energy, Inc. from 2004 to 2009 serving as Chief Financial Officer and Chief Operating Officer. Prior to joining NRG Energy, Mr. Flexon held various key executive positions with Hercules, Inc. and Atlantic Richfield Company. He has served as a Dynegy Director since June 2011.

Richard Kuersteiner served as a member of the Franklin Templeton Investments legal department from 1990 until May 2012 in various roles including Managing Corporate Counsel, Director of Restructuring, and Associate General Counsel . He also was an officer of virtually all of the Franklin, Templeton, and Mutual Series Funds and a member of the Stanford Institutional Investors' Forum. Mr. Kuersteiner has helped restructure over 100 major corporations and has served on or chaired numerous official creditors’ committees. Prior to joining Franklin Templeton Investments, Mr. Kuersteiner clerked for a United States District Court Judge, was in the Navy Judge Advocate General's Corp, served as an Assistant Florida Attorney General, a managing attorney in the Navy Office of the General Counsel, a NASA attorney, and a Special Assistant United States Attorney for the Northern and Southern Districts of California.

Jeffrey S. Stein is a Co-Founder and Managing Partner of Power Capital Partners LLC. Mr. Stein is an investment professional with over 19 years of experience in the high yield, distressed debt and special situations asset class who has substantial experience investing in the merchant power and regulated electric utility industries. From January 2003 through December 2009, Mr. Stein served as the Co-Director of Research at Durham Asset Management LLC. From July 1997 to December 2002, Mr. Stein was a Director at The Delaware Bay Company, Inc. From September 1991 to August 1995, Mr. Stein was an Associate at Shearson Lehman Brothers in the Capital Preservation & Restructuring Group.

John R. Sult served as Chief Financial Officer of El Paso Corporation from November 2009 until May 2012. Prior to his role as Chief Financial Officer, Mr. Sult served as El Paso’s Chief Accounting Officer and Controller since November 2005. During his tenure at El Paso, Mr. Sult also held the position of Chief Financial Officer for El Paso’s publicly traded master limited partnership, El Paso Pipeline Partners, L. P., from August 2007 until May 2012, in addition to serving on the board of directors of the general partner. Prior to joining El Paso, he served as Vice President and Controller for Halliburton Energy Services. Before joining Halliburton, he spent over 20 years with Arthur Andersen ultimately serving as an Audit and Business Advisory Partner.

About Dynegy Inc.

Dynegy Inc.’s subsidiaries produce and sell electric energy, capacity and ancillary services in key U.S. markets. The Dynegy Power, LLC power generation portfolio consists of approximately 6,771 megawatts of primarily natural gas-fired intermediate and peaking power generation facilities, the Dynegy Midwest Generation, LLC portfolio consists of approximately 3,132 megawatts of primarily coal-fired baseload power plants, and a separate portfolio consists of approximately 1,693 megawatts from two power plants which are primarily natural gas-fired peaking and baseload coal generation facilities.

This press release contains statements reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended as "forward-looking statements," particularly those statements concerning the timing of emergence from the Dynegy and Dynegy Holdings Chapter 11 cases and the anticipated appointment of the proposed new Board of Directors, and the progress of the Chapter 11 proceedings. Discussion of risks and uncertainties that could cause actual results to differ materially from current projections, forecasts, estimates and expectations of Dynegy is contained in Dynegy's filings with the Securities and Exchange Commission (the "SEC"). Specifically, Dynegy makes reference to, and incorporates herein by reference, the section entitled "Risk Factors" in its most recent Form 10-K, as amended, and subsequent reports on Form 10-Q. In addition to the risks and uncertainties set forth in Dynegy's SEC filings, the forward-looking statements described in this press release could be affected by, among other things, (i) beliefs and assumptions regarding our ability to continue as a going concern; (ii) ability to obtain approval of the Bankruptcy Court with respect to the debtors’ motions in the Chapter 11 cases and to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 cases, including the Joint Plan of Reorganization, and to consummate all the transactions contemplated by the Amended and Restated Settlement and Plan Support Agreements, as may be further amended; (iii) Dynegy’s ability to sell the Roseton and Danskammer power generation facilities to one or more third parties as set forth in the Amended and Restated Settlement Agreement; (iv) the anticipated effectiveness of the overall restructuring activities and any additional strategies to address our liquidity and our capital resources including accessing the capital markets; (v) limitations on our ability to utilize previously incurred federal net operating losses or alternative minimum tax credits; (vi) the timing and anticipated benefits to be achieved through Dynegy's company-wide cost savings programs, including its PRIDE initiative; (vii) beliefs and assumptions relating to liquidity, available borrowing capacity and capital resources generally, including the extent to which such liquidity could be affected by poor economic and financial market conditions or new regulations and any resulting impacts on financial institutions and other current and potential counterparties; (viii) our ability to consummate the Merger; (ix) expectations regarding compliance with Dynegy’s new credit agreements, including collateral demands, interest expense and other payments; (x) expectations regarding environmental matters, including costs of compliance, availability and adequacy of emission credits, and the impact of ongoing proceedings and potential regulations or changes to current regulations, including those relating to climate change, air emissions, cooling water intake structures, coal combustion byproducts, and other laws and regulations to which Dynegy is, or could become, subject; (xi) beliefs, assumptions and projections regarding the demand for power, generation volumes and commodity pricing, including natural gas prices and the impact on such prices from shale gas proliferation and the timing of a recovery in natural gas prices, if any; (xii) sufficiency of, access to and costs associated with coal, fuel oil and natural gas inventories and transportation thereof; (xiii) beliefs and assumptions about market competition, generation capacity and regional supply and demand characteristics of the wholesale power generation market, including the anticipation of higher market pricing over the longer term; (xiv) our ability to obtain the acceptance of the requisite number and amount of holders of claims in the Chapter 11 cases; (xv) the effectiveness of Dynegy's strategies to capture opportunities presented by changes in commodity prices and to manage its exposure to energy price volatility; (xvi) beliefs and assumptions about weather and general economic conditions; (xvii) projected operating or financial results, including anticipated cash flows from operations, revenues and profitability; (xviii) beliefs about the outcome of legal, administrative, legislative and regulatory matters, including the impact of the CFTC under the Dodd Frank Act; (xix) expectations regarding performance standards and estimates regarding capital and maintenance expenditures, including the Consent Decree and its associated costs and performance standards; (xx) expectations regarding our compliance with the DMG and DPC Credit Agreements, including collateral demands, interest expense and other payments; and (xxi) our focus on safety and our ability to efficiently operate our assets so as to capture revenue generating opportunities and operating margins. Any or all of Dynegy's forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors, many of which are beyond Dynegy's control.

Contacts
Dynegy Inc.
Media: 713-767-5800
or
Analysts: 713-507-6466

http://www.businesswire.com/news/home/20120827005569/en/Dynegy-Creditors-Vote-Overwhelmingly-Support-Company%E2%80%99s-Plan

Order Denying Motion of Litespeed Management, LLC for an Order Directing the Appointment of an Official Committee of Non-Insider Equity Holders of Dynegy Inc. (8/23/12)

Source: Epiq Systems [Docket 112]

Dynegy Administrative Claim is a "settlement currency".

The DAC "is not a distribution to shareholders on acount of their equity, a distribution of based on enterprise value or a distribution under the plan".

It is paid by the DH estate to the DI estate in order to settle any holdup value that DI would have in prosecuting potential claims and causes of action againts DI in connection with pre-petition restructurings.

Order Pursuant to Section 1121(d) of the Bankruptcy Code to Extend the Exclusive Periods for the Filing of a Chapter 11 Plan and Solicitation of Acceptance Thereof (8/13/12)

Exclusive Filing Period extended to 11/13/12.

Exclusive Solicitation Period extended through 12/31/12.

Source: Epiq Systems [Docket 912]

Dynegy Holdings Disclosure Statement Approved (7/05/12)

HOUSTON, TX (July 5, 2012) —The U.S. Bankruptcy Court for the Southern District of New York, Poughkeepsie Division, has approved the disclosure statement for Dynegy Holdings LLC’s (DH) modified third amended plan of reorganization proposed by DH and Dynegy Inc. (Dynegy) (NYSE: DYN), as well as the procedures for soliciting formal creditor votes on the amended plan of reorganization. Approval of the disclosure statement allows DH to begin soliciting formal creditor votes on the amended plan of reorganization. The deadline for voting on and for objecting to the modified third amended plan of reorganization is August 24, 2012. The plan is subject to confirmation by the U.S. Bankruptcy Court and the confirmation hearing is scheduled for September 5, 2012.

“This approval is a significant step forward for the Company and firmly places us on track for a fall emergence. We are looking forward to completing the restructuring work and dedicating our focus exclusively to running the business, executing on our strategy and building value for all our stakeholders,” said Robert C. Flexon, President and Chief Executive Officer of both Dynegy and DH.

Court documents are available on the docket section of DH’s reorganization website, http://dm.epiq11.com/dynegyholdingsllc.

ABOUT DYNEGY

Dynegy’s subsidiaries produce and sell electric energy, capacity and ancillary services in key U.S. markets. The Dynegy Power, LLC power generation portfolio consists of approximately 6,771 megawatts of primarily natural gas-fired intermediate and peaking power generation facilities. The Dynegy Midwest Generation, LLC portfolio consists of approximately 3,132 megawatts of primarily coal-fired baseload power plants. The DNE portfolio consists of approximately 1,693 megawatts from two power plants which are primarily natural gas-fired peaking and baseload coal generation facilities.

FORWARD LOOKING STATEMENTS

This press release contains statements reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended as “forward-looking statements,” particularly those statements concerning the Modified Third Amended Plan of Reorganization, its impact on the Chapter 11 proceedings going forward, including the resolution of all disputes, claims and causes of action and DH’s ability to exit the Chapter 11 proceedings during the fall of 2012, soliciting formal creditor votes, completion of the restructuring work and dedicating focus to running the business, executing on Dynegy’s strategy and building stockholder value. Discussion of risks and uncertainties that could cause actual results to differ materially from current projections, forecasts, estimates and expectations of Dynegy is contained in Dynegy’s filings with the Securities and Exchange Commission (the “SEC”). Specifically, Dynegy makes reference to, and incorporates herein by reference, the section entitled “Risk Factors” in its most recent Form 10-K, as amended, and subsequent reports on Form 10-Q. In addition to the risks and uncertainties set forth in Dynegy’s SEC filings, the forward-looking statements described in this press release could be affected by, among other things, (i) beliefs and assumptions regarding our ability to continue as a going concern; (ii) ability to obtain approval of the Bankruptcy Court with respect to the debtors’ motions in the Chapter 11 cases and to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 cases and to consummate all the transactions contemplated by the restructuring support agreement; (iii) Dynegy’s ability to sell the operations associated with the Roseton and Danskammer facilities to one or more third parties in connection with the rejection of the related leases under the Chapter 11 cases; (iv) the anticipated effectiveness of the overall restructuring activities and any additional strategies to address our liquidity and our capital resources including accessing the capital markets; (v) limitations on our ability to utilize previously incurred net operating losses or alternative minimum tax credits; (vi) the timing and anticipated benefits to be achieved through Dynegy’s company-wide cost savings programs, including its PRIDE initiative; (vii) beliefs and assumptions relating to liquidity, available borrowing capacity and capital resources generally, including the extent to which such liquidity could be affected by poor economic and financial market conditions or new regulations and any resulting impacts on financial institutions and other current and potential counterparties; (viii) beliefs that control over Dynegy Holdings, LLC (“Dynegy Holdings”) and its consolidated subsidiaries will likely revert to Dynegy upon emergence of Dynegy Holdings from bankruptcy with Dynegy assuming the obligations of Dynegy Holdings, resulting in reconsolidation; (ix) expectations regarding compliance with Dynegy’s new credit agreements, including collateral demands, interest expense and other payments; (x) expectations regarding environmental matters, including costs of compliance, availability and adequacy of emission credits, and the impact of ongoing proceedings and potential regulations or changes to current regulations, including those relating to climate change, air emissions, cooling water intake structures, coal combustion byproducts, and other laws and regulations to which Dynegy is, or could become, subject; (xi) beliefs, assumptions and projections regarding the demand for power, generation volumes and commodity pricing, including natural gas prices and the impact on such prices from shale gas proliferation and the timing of a recovery in natural gas prices, if any; (xii) sufficiency of, access to and costs associated with coal, fuel oil and natural gas inventories and transportation thereof; (xiii) beliefs and assumptions about market competition, generation capacity and regional supply and demand characteristics of the wholesale power generation market, including the anticipation of higher market pricing over the longer term; (xiv) beliefs and assumptions regarding our ability to enhance or protect long-term value for stockholders; (xv) the effectiveness of Dynegy’s strategies to capture opportunities presented by changes in commodity prices and to manage its exposure to energy price volatility; (xvi) beliefs and assumptions about weather and general economic conditions; (xvii) projected operating or financial results, including anticipated cash flows from operations, revenues and profitability, Dynegy’s focus on safety and its ability to efficiently operate its assets so as to capture revenue generating opportunities and operating margins; (xviii) beliefs about the outcome of legal, regulatory, administrative and legislative matters; and (xix) expectations regarding performance standards and estimates regarding capital and maintenance expenditures, including the Consent Decree and its associated costs and performance standards. Any or all of Dynegy’s forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors, many of which are beyond Dynegy’s control.

Media:
713-767-5800

Analysts:
713-507-6466

http://sec.gov/Archives/edgar/data/1105055/000110465912047645/a12-15925_1ex99d1.htm

Judge Sends Dynegy Holdings Bankruptcy Plan for Creditor Vote (7/02/12)

A judge on Monday said Dynegy Holdings LLC can send its latest restructuring plan to creditors for a vote, a major step toward exiting an eventful and often contentious Chapter 11 proceeding for the power provider.

Judge Cecelia G. Morris of U.S. Bankruptcy Court in Poughkeepsie, N.Y., approved Dynegy Holdings' disclosure statement, a plain-language outline of a company's bankruptcy proposal on which creditors must vote. The plan gives unsecured creditors most of the equity of Dynegy parent company Dynegy Inc. (DYN), a deal reached earlier this year after an independent examiner's report all but forced the company to scrap a deal that would have been kinder to the parent company's equity holders.

Judge Morris asked both Dynegy Holdings and Dynegy Inc. lawyers for details about plans to merge the two entities eventually, which a lawyer for Dynegy Inc. strongly indicated would include a bankruptcy filing by Dynegy Inc. The judge was adamant that she wasn't ruling on Dynegy Inc. matters at Monday's hearing. A hearing discussing a merger of the two, with Dynegy Inc. being the "surviving entity," is set for July 9.

"I can't approve what's not here," Judge Morris said of the parts of the disclosure statement that mentioned Dynegy Inc. The judge didn't want to approve anything that could be construed as signing off on any terms related to a still-unfiled bankruptcy by Dynegy Inc.

Judge Morris was worried that "this is an attempt to make [Dynegy Inc.] a [prepackaged bankruptcy]," adding that she didn't think that was appropriate. A prepackaged bankruptcy is filed with substantially all the support of creditors from the beginning of the case. Her chief concern was that her approval Monday would be construed as sending Dynegy Inc.'s bankruptcy plan to creditors for a vote before it's even filed.

"I'm not trying to be cranky about this," Judge Morris said. The U.S. trustee's office, a Justice Department bankruptcy watchdog, also had issues with the Dynegy Inc. involvement but worked them out with Dynegy before the hearing.

Independent examiner Susheel Kirpalani's March report, which bashed Dynegy Holdings' pre-bankruptcy transfer of coal assets to Dynegy Inc., threw Dynegy's already contentious case into more disarray. But after Judge Morris ordered mediation sessions with Mr. Kirpalani himself, the company in April disclosed a deal with most objecting groups to shift the coal assets back to creditors.

In all, the holding company's unsecured creditors will get a 99% stake in the parent company. Current Dynegy Inc. shareholders initially would receive 1%, plus warrants to potentially boost their stake to 13.5% over five years.

It includes a deal with a unit of U.S. Bancorp (USB), the representative of holders of bonds secured by leases of two Dynegy's power plants. U.S. Bank had previously sued over the asset transfers but has agreed to drop the lawsuit in exchange for a $540 million claim plus as much as $31 million more if the two plants, called Roseton and Danskammer, are sold.

A group of subordinated noteholders, who say they are owed more than $220 million, will divvy among themselves about $55 million, good for about 25 cents on the dollar. As part of that settlement, two hedge funds that hold those notes will get their legal fees paid by Dynegy Holdings LLC's estate.

Dynegy Holdings filed for Chapter 11 protection in November 2011 to restructure billions of dollars in debt in bankruptcy court and get out of the two burdensome power-plant leases. The transfer of the coal-powered plants from Dynegy Holdings to Dynegy Inc. in September left the subsidiary's bondholders owed roughly $4 billion without a claim on those plant assets.

Dynegy Inc. then put Dynegy Holdings and related subsidiaries in bankruptcy, a move that hurt bondholders without affecting the parent's shareholders, leading to the examiner being appointed. Those shareholders include Carl Icahn, with two seats on the company's board.

(Dow Jones Daily Bankruptcy Review covers news about distressed companies and those under bankruptcy protection. Go to http://dbr.dowjones.com)

Third Amended Plan of Reorganization for Dynegy Holdings, LLC Proposed by Dynegy Holdings, LLC and Dynegy Inc. (6/08/12)

Under the Plan, Class 1 – Priority Claims, Class 2 – Secured Claims, and Class 4 – Convenience Claims are unimpaired classes and are therefore deemed to have accepted the Plan. Class 5 – Securities Claims and Class 6 – Equity Interests are not entitled to distributions under the Plan and are therefore deemed to have rejected the Plan. Accordingly, only holders of Class 3 – General Unsecured Claims are entitled to vote on the Plan.

Disclosure Hearing scheduled for 7/02/2012 at 10:00.

Objections due by 6/25/2012.

Source: Epiq Systems [Docket 785]

Dynegy Holdings Settlement Agreement Approved (6/01/12)

HOUSTON--(BUSINESS WIRE)--Dynegy Inc. (Dynegy) (NYSE: DYN) announced today that it has received approval from the U.S. Bankruptcy Court for its amended and restated settlement agreement that was executed on May 30, 2012 with all of its major creditor constituencies, including holders of a significant portion of DH’s senior notes, certain lease certificate holders and holders of a majority of its outstanding subordinated notes. Creditors who are parties to the settlement agreement hold over $2.7 billion of claims against Dynegy’s subsidiary, Dynegy Holdings, LLC (DH). The amended and restated settlement agreement resolves all disputes, claims and causes of action between and among DH, Dynegy and the settling parties, with respect to the matters therein. Dynegy expects to file an amended plan of reorganization and related disclosure statement for DH in the near future, which will be subject to a formal creditor vote and confirmation by the U.S. Bankruptcy Court.

“Today’s approval of the settlement agreement marks a significant move forward in DH’s Chapter 11 case and establishes the foundation for the remaining steps in the restructuring process. We are pleased that all major creditor groups are now a part of the settlement agreement and look forward to their continued support as we work together towards a fall 2012 Chapter 11 emergence date,” said Robert C. Flexon, President and Chief Executive Officer of both Dynegy and DH.

Court documents are available on the docket section of DH’s reorganization website, http://dm.epiq11.com/dynegyholdingsllc.

ABOUT DYNEGY

Dynegy's subsidiaries produce and sell electric energy, capacity and ancillary services in key U.S. markets. The Dynegy Power, LLC power generation portfolio consists of approximately 6,771 megawatts of primarily natural gas-fired intermediate and peaking power generation facilities. The Dynegy Midwest Generation, LLC portfolio consists of approximately 3,132 megawatts of primarily coal-fired baseload power plants. The DNE portfolio consists of approximately 1,693 megawatts from two power plants which are primarily natural gas-fired peaking and baseload coal generation facilities.

FORWARD LOOKING STATEMENTS

This press release contains statements reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended as "forward-looking statements," particularly those statements concerning the Amended and Restated Settlement Agreement, its impact on the Chapter 11 proceedings going forward, including the resolution of all disputes, claims and causes of action and DH’s ability to exit the Chapter 11 proceedings during the fall of 2012. Discussion of risks and uncertainties that could cause actual results to differ materially from current projections, forecasts, estimates and expectations of Dynegy is contained in Dynegy's filings with the Securities and Exchange Commission (the "SEC"). Specifically, Dynegy makes reference to, and incorporates herein by reference, the section entitled "Risk Factors" in its most recent Form 10-K, as amended, and subsequent reports on Form 10-Q. In addition to the risks and uncertainties set forth in Dynegy's SEC filings, the forward-looking statements described in this press release could be affected by, among other things, (i) beliefs and assumptions regarding our ability to continue as a going concern; (ii) ability to obtain approval of the Bankruptcy Court with respect to the debtors’ motions in the Chapter 11 cases and to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 cases and to consummate all the transactions contemplated by the restructuring support agreement; (iii) Dynegy’s ability to transfer the operations associated with the Roseton and Danskammer facilities to one or more third parties in connection with the rejection of the related leases under the Chapter 11 cases; (iv) the anticipated effectiveness of the overall restructuring activities and any additional strategies to address our liquidity and our capital resources including accessing the capital markets; (v) limitations on our ability to utilize previously incurred net operating losses or alternative minimum tax credits; (vi) the timing and anticipated benefits to be achieved through Dynegy's company-wide cost savings programs, including its PRIDE initiative; (vii) beliefs and assumptions relating to liquidity, available borrowing capacity and capital resources generally, including the extent to which such liquidity could be affected by poor economic and financial market conditions or new regulations and any resulting impacts on financial institutions and other current and potential counterparties; (viii) beliefs that control over Dynegy Holdings, LLC (“Dynegy Holdings”) and its consolidated subsidiaries will likely revert to Dynegy upon emergence of Dynegy Holdings from bankruptcy with Dynegy assuming the obligations of Dynegy Holdings, resulting in reconsolidation; (ix) expectations regarding compliance with Dynegy’s new credit agreements, including collateral demands, interest expense and other payments; (x) expectations regarding environmental matters, including costs of compliance, availability and adequacy of emission credits, and the impact of ongoing proceedings and potential regulations or changes to current regulations, including those relating to climate change, air emissions, cooling water intake structures, coal combustion byproducts, and other laws and regulations to which Dynegy is, or could become, subject; (xi) beliefs, assumptions and projections regarding the demand for power, generation volumes and commodity pricing, including natural gas prices and the impact on such prices from shale gas proliferation and the timing of a recovery in natural gas prices, if any; (xii) sufficiency of, access to and costs associated with coal, fuel oil and natural gas inventories and transportation thereof; (xiii) beliefs and assumptions about market competition, generation capacity and regional supply and demand characteristics of the wholesale power generation market, including the anticipation of higher market pricing over the longer term; (xiv) beliefs and assumptions regarding our ability to enhance or protect long-term value for stockholders; (xv) the effectiveness of Dynegy's strategies to capture opportunities presented by changes in commodity prices and to manage its exposure to energy price volatility; (xvi) beliefs and assumptions about weather and general economic conditions; (xvii) projected operating or financial results, including anticipated cash flows from operations, revenues and profitability, Dynegy's focus on safety and its ability to efficiently operate its assets so as to capture revenue generating opportunities and operating margins; (xviii) beliefs about the outcome of legal, regulatory, administrative and legislative matters; and (xix) expectations regarding performance standards and estimates regarding capital and maintenance expenditures, including the Consent Decree and its associated costs and performance standards. Any or all of Dynegy's forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors, many of which are beyond Dynegy's control.

Contacts
Dynegy Inc.
Media: 713-767-5800
or
Analysts: 713-507-6466

http://www.businesswire.com/news/home/20120601005970/en/Dynegy-Holdings-Settlement-Agreement-Approved

Dynegy, Subordinated Noteholders Ink Deal Ahead of Hearing (5/31/12)

Dynegy Holdings LLC says a dissident group of junior creditors has agreed to drop their opposition to the power provider's restructuring proposal, a day ahead of a key hearing on the plan.

In a Wednesday filing with the U.S. Bankruptcy Court in Poughkeepsie, N.Y., Dynegy said a group of subordinated noteholders who say they're owed more than $220 million will be able to claim $55 million, and two hedge funds that hold those notes will get their legal fees paid by Dynegy's estate. That's about what they would have gotten under Dynegy's original proposal last year, but it gives them a bit worse treatment than a second one presented later.

Dynegy's third proposal to exit bankruptcy, made after a court-appointed examiner helped broker a deal between the company and more senior creditors, hadn't defined recoveries for the subordinated noteholders. Hedge-fund managers Claren Road Asset Management and CQS, two holders of those notes, have now dropped their opposition to the proposal and their motion for a Chapter 11 trustee to be appointed to take over the case.

Under a previous plan, presented before examiner Susheel Kirpalani's March report denounced Dynegy's transfer of coal assets before its bankruptcy proceedings to parent Dynegy Inc. (DYN), the subordinated noteholders would have received about 35 cents on the dollar for their claim. That was up from 25 cents under a prior plan introduced last year. The new settlement is closer to the 25 cents, a reflection of the changes that were ordered after Kirpalani's report to benefit holders whose bonds were backed by the coal leases.

Kirpalani's report, which called the coal-asset transfer a breach of fiduciary duty by the company's board of directors, threw Dynegy's already contentious case into more disarray. But after a judge ordered mediation sessions with Kirpalani himself, the company in April disclosed a deal with most objecting groups to shift the coal assets back to creditors.

The part of the settlement not pertaining to unsecured creditors will remain the same. The entire deal still needs to be approved by Judge Cecilia G. Morris at a hearing Friday and later must be voted on by creditors.

It includes a deal with a unit of U.S. Bancorp (USB), the representative of holders of bonds secured by leases of two Dynegy's power plants. U.S. Bank had previously sued over the asset transfers but has agreed to drop the lawsuit in exchange for a $540 million claim plus as much as $31 million more if the two plants, called Roseton and Danskammer, are sold.

In all, the holding company's unsecured creditors will get a 99% stake in the parent company. Current Dynegy Inc. shareholders initially would receive 1%, plus warrants to potentially boost their stake to 13.5% over five years.

Dynegy Holdings filed for Chapter 11 protection in November to restructure billions of dollars in debt in bankruptcy court and get out of two burdensome power-plant leases. The transfer of the coal-powered plants from Dynegy Holdings to Dynegy Inc. in September left the subsidiary's bondholders owed roughly $4 billion without a claim on those plant assets.

Dynegy Inc. then put Dynegy Holdings and related subsidiaries in bankruptcy, a move that hurt bondholders without affecting the parent's shareholders, leading to the examiner being appointed. Those shareholders include Carl Icahn, with two seats on the company's board.

(Dow Jones Daily Bankruptcy Review covers news about distressed companies and those under bankruptcy protection. Go to http://dbr.dowjones.com)

Copyright © 2012 Dow Jones Newswires

Statement of Dynegy Inc. in Support of the Debtors Motion for Approval of Settlement Between the Debtors and the Settlement Parties Pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure (5/31/12)

Source: Epic Systems [Docket 748]

Hearing Scheduled on 6/01/12 at 10:00.

Amended and Restated Settlement Agreement filed (5/30/12)

Wells Fargo Bank, N.A., as Subordinated Notes Indenture Trustee, DO S1 Limited, Loomis, Sayles & Company, L.P., solely in its capacity as a holder of NGC Trust Capital Income Securities and Claren Road Credit Master Fund Ltd. have become “Consenting Sub Debt Holders".

DH agrees to provide Wells Fargo, solely as trustee for the holders of the Subordinated Notes Claims, with an allowed subordinated unsecured claim in the amount of $222,513,384.51, consisting of (a) $206,200,000.00 in the principal amount of the Subordinated Notes and (b) $16,313,384.51 in accrued but unpaid interest.

For purposes of treatment of and distribution on the allowed subordinated unsecured claim described in the foregoing sentence, Dynegy and DH further agree to amend the Existing Plan to provide Wells Fargo, as Subordinated Notes Indenture Trustee, solely on behalf of the holders of the Subordinated Notes Claims, with solely an Allowed General Unsecured Claim in the amount of $55,000,000 against DH in exchange for and in full satisfaction of all Subordinated Notes Claims, which Subordinated Notes Claims shall be treated as set forth in the Plan Support Agreement (which treatment shall be the same as that received by the holders of Senior Notes) on a pari passu basis with all other Allowed General Unsecured Claims and shall not be subject to subordination.

Source: Epiq Systems [Docket 739]

Notice of Appeal of Order Denying Public Access to Judicial Documents (related document(s)[693]) filed by Matthew Williams on behalf of Claren Road Asset Management, LLC. (5/16/12)

Source: Epiq Systems [Docket 699]

Order Denying Motion of Claren Road Asset Management, LLC for Entry of Order Granting Public Access to the Examiners Report Based on the Crime-Fraud Exception to, and Waiver of, Attorney Client Privilege and Attorney-Work-Product Doctrine signed on 5/16/2012. (Related Doc # [563], [567]) (5/16/12)

Source: Epiq Systems [Docket 693]

Restructuring Update

On May 1, 2012, the Company, DH, certain other subsidiaries of the Company and certain material creditors of DH entered into a Settlement Agreement and a Plan Support Agreement. The Settlement Agreement was filed with and is subject to bankruptcy court approval. The Plan Support Agreement envisions a significantly stronger balance sheet for the Company upon completion of the restructuring. The Company will have reduced debt and lease obligations by over $4 billion and expects net debt at completion of the restructuring to be approximately $600 million. A hearing on the Settlement Agreement has been scheduled for June 1, 2012. The Plan Support Agreement contemplates the filing of a revised Plan and Disclosure Statement by May 30, 2012 and the completion of the restructuring by September 28, 2012.

Entry into a Material Definitive Agreement (5/02/12)

On May 1, 2012, Dynegy, Dynegy Gas Investments, LLC (“DGIN”), Dynegy Coal Holdco, LLC (“Coal Holdco”) and the Debtors entered into a settlement agreement (the “Settlement Agreement”) with (i) certain beneficial owners (or advisors, nominees or investment managers for the beneficial owners) of a portion of DH’s outstanding senior notes, solely in their capacities as holders of such senior notes and not in any other capacity (the “Consenting Senior Noteholders”), (ii) Resources Capital Management Corporation (“RCM”), Resources Capital Asset Recovery, L.L.C., Series DD and Series DR, Roseton OL LLC, Danskammer OL LLC, Roseton OP LLC, and Danskammer OP LLC (collectively, the “PSEG Entities”) and (iii) U.S. Bank National Association, not in its individual capacity but solely as successor indenture trustee under the Indenture of Trust, Mortgage, Assignment of Leases and Rents and Security Agreement related to Roseton Units 1 and 2, dated as of May 8, 2001, and the Indenture of Trust, Mortgage, Assignment of Leases and Rents and Security Agreement related to Danskammer Units 3 and 4, dated as of May 8, 2001 (collectively, the “Lease Indentures”) and successor pass through trustee under the Roseton-Danskammer 2001-Series B Pass Through Trust Agreement, dated as of May 1, 2001 (the “Pass Through Trust Agreement”), as directed by a majority of, and on behalf of all holders (the “Lease Certificate Holders”) of those certain pass-through trust certificates evidencing fractional undivided interests in the pass through trust established pursuant to the Pass Through Trust Agreement and which, among other things, holds the outstanding notes issued by Roseton OL LLC and Danskammer OL LLC, as owner lessors, under the Lease Indentures (the “Lease Trustee” and together with the Consenting Senior Noteholders and the PSEG Entities, the “Settling Claimants”). Each of the parties who have agreed to the Settlement Agreement shall be referred to herein as a “Party” and collectively as the “Parties.” The Parties (other than the Lease Trustee, but including certain Lease Certificate Holders (solely in their capacities as Lease Certificate Holders and not in any other capacity, the “Consenting Lease Certificate Holders”)) also have reached an agreement on a plan support agreement attached to the Settlement Agreement as Annex A (the “Plan Support Agreement” and together with the Settlement Agreement, the “Agreements”) pursuant to which the parties to the Plan Support Agreement agree, subject to the terms and conditions stated therein, to pursue and support a plan of reorganization containing the terms and conditions agreed upon by the Parties for the restructuring of DH. The Agreements were filed with the Court on May 1, 2012 and the Settlement Agreement remains subject to Court approval. Capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Agreements.

Link to Settlement Agreement:
http://sec.gov/Archives/edgar/data/1105055/000110465912032037/a12-11111_1ex10d1.htm

http://sec.gov/Archives/edgar/data/1105055/000110465912032037/a12-11111_18k.htm

Zions Direct Bond Store quote as of 4/4/2012

Issue: DYN.HQ Description: Dynegy Hldgs Coupon Rate: 7.500 Maturity Date: 06/01/2015

04/05/2012 11:05:29 4/11/2012 12:00:00 AM T 1000. 66.000 0.000 N D
04/05/2012 11:05:29 4/11/2012 12:00:00 AM T 1000. 67.095 0.000 Y S
04/05/2012 11:05:29 4/11/2012 12:00:00 AM T 1000. 66.000 0.000 N D
04/04/2012 11:16:09 4/10/2012 12:00:00 AM T 1MM+ 66.250 0.000 N B
04/04/2012 10:30:15 4/10/2012 12:00:00 AM T 1000000. 67.000 0.000 N B
04/04/2012 09:31:52 4/10/2012 12:00:00 AM T 1MM+ 64.500 0.000 N B

UPDATE: Dynegy, Key Creditors Ink Preliminary Bankruptcy Deal

Date :04/04/2012 @ 12:19PM
Source :Dow Jones News

Dynegy Holdings LLC said Wednesday that it has reached an agreement in principle with nearly all its creditor groups on a debt-restructuring plan, less than a month after an independent examiner's denunciation of the power provider's pre-Chapter 11 asset shuffles sent the case careening toward possible calamity.

The proposal would reshift Dynegy's coal assets, which were transferred to shareholders of its parent, Dynegy Inc. (DYN), before the bankruptcy filing, back to creditors, meaning public stockholders of Dynegy's parent would likely be all but wiped out.

Under the preliminary pact, the holding company's unsecured creditors would get a 99% stake in the parent company. Current shareholders initially would receive 1%, plus warrants to potentially boost the stake to 13.5% over five years.

Dynegy said the settlement includes a key deal with U.S. Bank, the representative of holders of bonds secured by leases of Dynegy's power plants that had sued over the asset transfers.

Under the terms of that part of the settlement, creditors with those bonds will receive half of the proceeds from the sale of the plants, with a cap on their total recovery set at $571 million. While it's unlikely the plants would sell for enough to hit that maximum value, Dynegy's previous plan would have given them much less.

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