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| DYN > SEC Filings for DYN > Form 8-K on 7-Jan-2009 | All Recent SEC Filings |
7-Jan-2009
Entry into a Material Definitive Agreement, Termination of a Material Definitive Agre
As announced on January 2, 2009, Dynegy Inc. ("Dynegy") entered into an agreement (the "Dissolution Agreement") with LS Power Associates, L.P. ("LS") on December 31, 2008 to dissolve the development joint venture (the "Joint Venture") that previously existed between the two companies. Under the terms of the Dissolution Agreement, Dynegy acquired exclusive rights related to repowering and expansion opportunities at its existing facilities (the "Dynegy Projects"), a right previously held by the Joint Venture. In return, LS received a cash payment of $18,875,000 as well as full rights to new "greenfield" development opportunities previously held by the Joint Venture. The Dissolution Agreement contains customary representations and warranties on the part of Dynegy and LS as well as customary indemnification provisions. LS will provide reasonable and limited development-related transition services to Dynegy in connection with the Dynegy Projects until mid-May 2009. Dynegy expects to record a loss on the transaction, the amount of which will be reported in its Annual Report on Form 10-K for the fiscal year ended December 31, 2008.
The Dissolution Agreement also served to terminate the Amended and Restated Limited Liability Company Agreement of DLS Power Holdings, LLC and the Limited Liability Company Agreement of DLS Power Development Company, LLC (the "DLS Agreements") signed on April 2, 2007 between Dynegy and LS. Neither Dynegy nor LS incurred any early termination penalties as a result of the termination of the DLS Agreements.
LS and its subsidiaries will continue to hold ownership of all Dynegy Class B shares and all other previously disclosed rights not related to the Joint Venture.
The information presented in Item 1.01 of this Current Report is incorporated herein by reference.
A copy of the press release issued by Dynegy announcing the above transaction is being furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Pursuant to General Instruction B.2 of Form 8-K and Securities and Exchange
Commission Release No. 33-8176, the information contained in the press release
furnished as an exhibit hereto shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to
the liabilities of that section and is not deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such a filing. In addition, the
press release contains statements intended as "forward-looking statements" which
are subject to the cautionary statements about forward-looking statements set
forth in such press release.
(d) Exhibits:
Exhibit
No. Document
99.1 Final Press release issued January 2, 2009 by Dynegy Inc.
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