Attached files
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| EX-10.1 - DYNEGY HOLDINGS, LLC | ex10-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C.20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported)
December
7, 2009 (December 2, 2009)
DYNEGY
HOLDINGS INC.
(Exact
name of registrant as specified in its charter)
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Delaware
Delaware
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001-33443
000-29311
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20-5653152
94-3248415
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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1000
Louisiana, Suite 5800, Houston, Texas
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77002
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(Address
of principal executive offices)
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(Zip
Code)
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(713)
507-6400
(Registrant’s
telephone number, including area code)
N.A.
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On
December 2, 2009, Dynegy Holdings Inc. (“DHI”), a wholly owned subsidiary of
Dynegy Inc., entered into a purchase agreement (the “Purchase
Agreement”) with Credit Suisse Securities (USA) LLC and Citigroup Global Markets
Inc. (together with the several purchasers named in the Purchase Agreement, the
“Purchasers”), and Adio Bond, LLC, an affiliate of LS Power Partners, L.P. (the
“Selling Noteholder”), pursuant to which the Selling Noteholder agreed to resell
$235,000,000 aggregate principal amount of DHI’s 7.5% Senior Unsecured Notes Due
2015 (the “Notes”) to the Purchasers. The Notes were issued under a
fifth supplemental indenture dated as of December 1, 2009 to the indenture dated
September 26, 1996, as last amended and restated on March 14, 2001, and last
supplemented May 24, 2007, between DHI and Wilmington Trust Company, as
Trustee.
DHI
issued the Notes to the Selling Noteholder on December 1, 2009 in connection
with the previously announced closing of the Dynegy-LS Power
transaction. Such issuance occrurred pursuant to the terms of a
previously announced note purchase agreement, which required DHI to execute the
Purchase Agreement and to provide other support and assistance for such resales
of the Notes by the Selling Noteholder. The Purchase Agreement
includes customary representations, warranties and covenants for a resale
transaction. Additionally, DHI and Selling Noteholder agreed to
indemnify the Purchasers against certain liabilities, including liabilities
under the Securities Act of 1933, as amended, or to contribute to payments the
Purchasers may be required to make because of any such
liabilities. The foregoing description of the Purchase Agreement does
not purport to be complete and is qualified in its entirety by reference to the
copy of the Purchase Agreement attached hereto as Exhibit 10.1 and is
incorporated herein by reference
DHI did
not receive any of the proceeds from the resale transaction, which closed on
December 7, 2009.
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation Under an Off Balance Sheet
Arrangement of a Registrant.
See Item 1.01 which is incorporated
herein by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits:
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Exhibit No.
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Document
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10.1
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Purchase
Agreement, dated as of December 2, 2009, by and among Credit Suisse
Securities (USA) and Citigroup Global Markets Inc. (as representatives for
additional purchasers named in the Purchase Agreement), Adio Bond, LLC and
Dynegy Holdings Inc.
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- 2
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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DYNEGY
INC.
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(Registrant)
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Dated:
December 7, 2009
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By:
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/s/
KENT R. STEPHENSON
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Name:
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Kent
R. Stephenson
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Title:
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Senior
Vice President, Deputy General Counsel
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DYNEGY
HOLDINGS INC.
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(Registrant)
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Dated:
December 7, 2009
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By:
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/s/
KENT R. STEPHENSON
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Name:
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Kent
R. Stephenson
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Title:
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Senior
Vice President, Deputy General
Counsel
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- 3
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EXHIBIT
INDEX
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Exhibit No.
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Document
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10.1
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Purchase
Agreement, dated as of December 2, 2009, by and among Credit Suisse
Securities (USA) and Citigroup Global Markets Inc. (as representatives for
additional purchasers named in the Purchase Agreement), Adio Bond, LLC and
Dynegy Holdings Inc.
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