13D Filing: Energy Capital Partners III, LLC and Dynegy Inc. (DYN)

 

 

Explanatory Note

 

This Amendment No. 3 to Schedule 13D (this Amendment No. 3) amends and supplements the Statement on Schedule 13D filed with the United States Securities and Exchange Commission on February 17, 2017, as amended to date (the Statement), relating to the Common Stock (the Common Stock) of Dynegy, Inc. (the Issuer). Capitalized terms used herein without definition shall have the meaning set forth in the Statement.

 

Item 4.

Purpose of Transaction.

 

Item 4 of the Statement is hereby amended and supplemented by adding the following:

 

As previously disclosed, on August 17, 2017, Volt Parent, LP, a Delaware limited partnership (Volt Parent), and Volt Merger Sub, Inc., a Delaware corporation (Volt Merger Sub), each entities affiliated with the Reporting Persons, entered into an Agreement and Plan of Merger (the Volt Merger Agreement), by and among Calpine Corporation, a Delaware corporation (Calpine), Volt Parent and Volt Merger Sub, pursuant to which, among other things, Volt Merger Sub will merge with and into Calpine (the Merger), with Calpine surviving the Merger as a subsidiary of Volt Parent. The Merger remains subject to regulatory and other conditions and, subject to the satisfaction or waiver of those conditions, is expected to close in the first quarter of 2018 (the Volt Merger Closing Date).

 

In connection with the Merger, on September 15, 2017, ECP ControlCo, LLC (ECP) submitted an application (the Application) to the Federal  Energy Regulatory Commission (FERC) pursuant to Section 203 of the Federal Power Act for approval of the Merger.  In the Application, in order to facilitate the timely approval of the Application by FERC, ECP stated that it will cause Terawatt Holdings, LP (Terawatt Holdings) to dispose a portion of its Common Stock of the Issuer so that Terawatt Holdings will own less than 10% of the outstanding Common Stock of the Issuer prior to the Volt Merger Closing Date.

 

There can be no assurance that that the actions detailed in the Application will be sufficient to obtain FERCs approval of the Merger, or that the Reporting Persons will not be required to make additional concessions.

 

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