Item 1.01
Entry into a Material Definitive Agreement.
On April 21, 2017, Dynegys indirect wholly-owned subsidiaries, Dynegy Zimmer, LLC, a Delaware limited liability company (
Dynegy Zimmer
), and Dynegy Miami Fort, LLC, a Delaware limited liability company (
Dynegy Miami Fort
), entered into an Asset Purchase Agreement (the
Purchase Agreement
) with AES Ohio Generation, LLC, an Ohio limited liability company (
AES Ohio
), and The Dayton Power and Light Company, an Ohio corporation (
DPL
), pursuant to which Dynegy Zimmer and Dynegy Miami Fort, as applicable, will, subject to the terms and conditions in the Purchase Agreement, purchase DPLs (or, upon receipt of FERC approval of the divestiture by DPL of its Ohio generation assets to AES Ohio, AES Ohios) entire 28.1% undivided interest in the Wm. H. Zimmer Generating Station, a coal-fired electric generating plant located in Moscow, Ohio, and 36.0% undivided interest in Miami Fort Unit 7 and Miami Fort Unit 8, a coal-fired electric generating plant located in North Bend, Ohio, approximately 740 megawatts in total (summer capacity), for $50 million in cash and the assumption of certain liabilities, including environmental liabilities. The cash purchase price is subject to adjustment at closing based on the amount of certain inventories, pre-paid amounts, employment benefits, insurance premiums, property taxes and other costs prior to closing.
The Purchase Agreement includes customary representations, warranties and covenants by the parties and customary closing conditions, including approval by FERC under Section 203 of the Federal Power Act, as amended.
Each party has agreed to indemnify the other for breaches of representations and warranties, breaches of covenants and certain other matters, subject to certain exceptions and limitations.
The Purchase Agreement contains certain termination rights for both parties, including if the closing does not occur within 12 months following the date of the Purchase Agreement (subject to extension to 18 months, if necessary to obtain applicable governmental approvals).
The foregoing description of the Purchase Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Purchase Agreement, a copy of which is attached as Exhibit 2.1 hereto and the terms of which are incorporated herein by reference.
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