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| DYNIQ > SEC Filings for DYNIQ > Form 8-K on 27-Aug-2012 | All Recent SEC Filings |
27-Aug-2012
Other Events, Financial Statements and Exhibits
As previously disclosed, on November 7, 2011, Dynegy Holdings, LLC ("DH") and
four of its wholly-owned subsidiaries, Dynegy Northeast Generation, Inc., Hudson
Power, L.L.C., Dynegy Danskammer, L.L.C. and Dynegy Roseton, L.L.C., filed
voluntary petitions for relief under Chapter 11 of the United States Bankruptcy
Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the
Southern District of New York, Poughkeepsie Division (the "Bankruptcy Court"),
thereby commencing cases (the "DH Chapter 11 Cases") that are being jointly
administered under case no. 11-38111. As also previously disclosed, on June 18,
2012, DH filed with the Bankruptcy Court a Modified Third Amended Chapter 11
Plan of Reorganization (the "Plan") for DH proposed by DH and Dynegy Inc.
("Dynegy", and, together with DH, the "Plan Debtors") and a related disclosure
statement (the "Disclosure Statement"). On July 3, 2012, the Bankruptcy Court
entered an order approving the Disclosure Statement in the DH Chapter 11 Cases.
As also previously disclosed, on July 6, 2012, Dynegy filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy
Court, thereby commencing a case (the "Dynegy Chapter 11 Case") that is being
administered under case no. 12-36728. On July 10, 2012, the Bankruptcy Court
approved the Disclosure Statement in the Dynegy Chapter 11 Case. The orders
approving the Disclosure Statement in the DH Chapter 11 Cases and the Dynegy
Chapter 11 Case allowed Dynegy and DH to modify the Plan and the Disclosure
Statement such that they constitute a plan of reorganization and disclosure
statement for both DH and Dynegy, each as debtors thereunder, and to modify the
Plan solicitation materials such that they reflect the commencement of the
Dynegy Chapter 11 Case, and allowed Dynegy and DH to begin soliciting creditor
votes on the Plan.
The Plan Debtors made the permitted modifications to the Plan (as amended, the "Joint Plan") and Disclosure Statement (as amended, the "Joint Disclosure Statement"), and on July 12, 2012, the Plan Debtors filed the Joint Plan and Joint Disclosure Statement with the Bankruptcy Court in their respective Chapter 11 Cases. The deadline for voting on and for objecting to the Joint Plan was August 24, 2012. Among other conditions, the Joint Plan is subject to confirmation by the Bankruptcy Court and the confirmation hearing is scheduled for September 5, 2012.
As previously disclosed, pursuant to the Joint Plan, among other things, DH is expected to be merged with and into Dynegy (the "Merger"), with Dynegy as the surviving entity of the Merger (the "Surviving Entity"). Also pursuant to the Joint Plan, the board of directors of the Surviving Entity was to be selected in a manner agreed to among certain creditor groups. Each such selected director will serve from and after the effective date of the Joint Plan (the "Effective Date"). On August 14, 2012, a summary of this selection process (the "Board Selection Process") was filed with the Bankruptcy Court and is incorporated by reference as Exhibit 99.8 to the Current Report on Form 8-K of Dynegy Inc. and Dynegy Holdings, LLC filed on August 15, 2012, File No. 000-334433.
On August 27, 2012, Dynegy issued a press release announcing the results of the
vote on the Plan Debtors' Joint Plan. The results filed with the Bankruptcy
Court indicate that creditors overwhelmingly supported the Joint Plan, with
creditors holding approximately $3.5 billion of claims, or approximately 99% of
the claims that voted, approving the Joint Plan (this reflects approximately 87%
of the number of creditors who voted). The Joint Plan remains subject to a
number of conditions, including that it is subject to confirmation by the
Bankruptcy Court. The confirmation hearing is scheduled for September 5, 2012.
In addition, Dynegy announced that, pursuant to the terms of the Joint Plan and
the Board Selection Process, the board of directors of the Surviving Entity, to
serve from and after the Effective Date, is proposed to consist of Messrs. Pat
Wood, III (Chairman), Paul Barbas, Robert Flexon, Richard Kuersteiner, Jeffrey
Stein, John Sult and Ms. Hilary Ackermann.
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 Press release dated August 27, 2012, announcing official voting results
for the Joint Plan and the board of directors of the Surviving Entity.
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