Dynegy to Acquire Ameren Energy Resources, Expanding Illinois Portfolio

Thu Mar 14, 2013 7:25am EDT

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Transaction highlights:

* Dynegy to acquire 4,119 MW of generation and AER`s marketing and Homefield
Energy retail businesses through Illinois Power Holdings, a newly formed,
non-recourse subsidiary (with the exception of a $25 million limited guarantee) 
* Ameren, through the Genco put option, to purchase 1,166 MW of gas-fired
generation from Genco prior to closing for a minimum of $133 million 
* No cash consideration for the acquisition of AER and its consolidated
subsidiaries; $825 million in existing Genco debt remains a Genco obligation 
* AER and consolidated subsidiaries to be transferred at closing with $226
million in cash, $160 million in working capital, and two years of credit
support from Ameren 
* More than $60 million of expected annual synergies by 2015 
* Existing transmission rights to PJM to remain in place 
* Expected to be accretive to Adjusted EBITDA in 2014 and Free Cash Flow by
2015

HOUSTON--(Business Wire)--
Dynegy Inc. (NYSE:DYN) and Ameren (NYSE:AEE) announced today they have signed a
definitive agreement under which Dynegy`s subsidiary Illinois Power Holdings,
LLC (IPH) will acquire Ameren`s subsidiary, Ameren Energy Resources (AER) and
its subsidiaries Ameren Energy Generating Company (Genco), AmerenEnergy
Resources Generating Company (AERG), and Ameren Energy Marketing Company (AEM).
Upon closing, Dynegy will own more than 8,000 megawatts (MW) of generating
capacity in Illinois, and nearly 14,000 MW nationally. The AER retail and
marketing businesses and the following plants are included in the transaction:
Duck Creek, Coffeen, E.D. Edwards, Newton, and Joppa. 

"The acquisition of AER is expected to create significant value for Dynegy
shareholders by building upon our existing scale in one of our key markets with
assets similar to our Illinois-based CoalCo portfolio. We are uniquely
positioned to create significant synergies that will benefit AER and our CoalCo
and GasCo businesses. AEM also brings to Dynegy an established retail business
with significant scale that complements both portfolios," said Robert C. Flexon,
Dynegy President and Chief Executive Officer. "Additionally, the financial terms
of the acquisition and the transaction structure ensure that very limited
capital support, if any, will be needed or provided by the Company to AER
thereby preserving Dynegy`s capital allocation flexibility." 

Transaction Structure

Dynegy will acquire AER and its subsidiaries through a wholly-owned special
purpose entity - IPH - that will maintain corporate separateness from current
Dynegy entities. Obligations under the signed Transaction Agreement (TA)
include: 

Ameren:

* Prior to closing, Ameren, or its designated subsidiary, will purchase Genco`s
Elgin, Grand Tower and Gibson City natural gas-fired generation plants for a
guaranteed minimum price of $133 million. Appraisals will be obtained for these
plants prior to settlement, and if the average value of the appraisals exceeds
$133 million, any excess amount will be remitted to Genco. If Ameren
subsequently sells these plants within two years of closing, all after-tax
proceeds in excess of the $133 million, or the higher appraised value if
applicable, will be remitted to Genco. 
* In addition to the gas plant sale proceeds, Ameren will ensure a minimum of
$93 million of cash at AER and its subsidiaries of which approximately $70
million will be held at Genco. 
* For 24 months following closing, Ameren is to provide post-closing credit
support to IPH for its existing commercial obligations. IPH`s reimbursement
obligation for that support would be secured by a lien on certain IPH assets. 
* AER will have consolidated net working capital at closing, excluding cash, of
$160 million. 
* Post closing, Ameren will offer transition support services to IPH, as needed,
and billable to IPH for services provided in excess of $5 million.

Dynegy:

* Dynegy has provided a $25 million guarantee to Ameren at TA signing of certain
IPH obligations under the TA for a period of 24 months beyond the transaction
closing.

IPH:

* IPH will assume existing business and on-site environmental obligations of the
five acquired plants but will not assume any potential liabilities associated
with previously owned facilities and the Duck Creek rail embankment. 
* IPH will indemnify Ameren for up to $25 million for certain offsite
liabilities associated with the beneficial reuse and disposal of coal combustion
residuals from the acquired operating sites.

Transaction Benefits

AER`s coal generation and retail marketing business is a natural fit with
CoalCo, Dynegy`s existing coal generation fleet. Both portfolios are compliant
with the EPA`s Mercury and Air Toxic Standards which goes into effect during
2015. As other noncompliant or uneconomic generation continues to retire, the
combined portfolio will be well positioned to benefit from tightening supply
dynamics. Transaction benefits include:

* The transaction more than doubles Dynegy`s exposure to market recovery and
Midwest coal plant retirements. 
* AER has recently obtained additional transmission rights which, when confirmed
by AER, will increase the total available transmission capacity from their
Illinois assets into PJM to approximately 900 MW. These rights will be available
for the 2016/2017 PJM capacity auction. 
* AER and its subsidiaries will have sufficient liquidity and collateral support
at closing to meet expected operating obligations. 
* Operational synergies are expected to exceed $60 million per year by 2015.
Cost synergies, such as lower delivered fuel cost and other procurement
opportunities, result from the combined portfolio`s increased scale in Illinois.
Other savings, such as reductions in operating and general and administrative
expenses, result from the similar asset profile of CoalCo and by leveraging
Dynegy`s existing infrastructure. As part of the integration, Dynegy will expand
its highly successful PRIDE (Producing Results through Innovation by Dynegy
Employees) program to AER`s business. 
* Dynegy`s existing business is also anticipated to benefit through lower
allocation of existing infrastructure costs across the broader asset base. 
* AEM has established marketing and retail businesses which provide 15 million
megawatt-hours of electricity annually to municipals, co-ops, and commercial and
industrial customers in MISO and PJM. The Homefield Energy retail brand, which
serves nearly 500,000 homes and small businesses in Illinois, is included in
this total. Dynegy`s PJM-based generation facilities will provide support for
growth in that market. These businesses will also provide basis management
opportunities for the entire coal fleet.

The targeted synergies, along with the current forward market for natural gas
prices and Dynegy`s associated view on forward power and capacity prices, are
expected to result in AER being accretive to Dynegy`s Adjusted EBITDA in 2014
and to Free Cash Flow by 2015. In addition, these same forward curves indicate
that all three of AER`s subsidiaries offer substantial equity value creation for
the benefit of Dynegy`s shareholders. 

Combined Portfolio Profile

Dynegy continues to support environmentally compliant coal and gas-fired
generation as a responsible way to support America`s future energy needs. Dynegy
remains committed to working with local communities, state and federal
regulators, and legislators to ensure that affordable, reliable, responsible and
environmentally compliant electricity is provided to the communities which the
Company serves. 

Approvals and Time to Close

Dynegy and Ameren expect to close the transaction during the fourth quarter of
2013. The transaction is subject to customary closing conditions, including
approval from the Federal Energy Regulatory Commission. 

Advisors

Dynegy`s financial advisor for this transaction is Lazard. 

Investor Conference Call/Webcast

Dynegy will discuss its 2012 financial results and the Ameren Energy Resources
acquisition during an investor conference call and webcast today, March 14,
2013, at 9 a.m. ET/8 a.m. CT. Participants may access the webcast and the
related presentation materials in the "Investor Relations" section of
www.dynegy.com. 

ABOUT DYNEGY 

Dynegy's subsidiaries produce and sell electric energy, capacity and ancillary
services in key U.S. markets. The Dynegy Power, LLC (GasCo) power generation
portfolio consists of approximately 6,771 megawatts of primarily natural
gas-fired intermediate and peaking power generation facilities. The Dynegy
Midwest Generation, LLC (CoalCo) portfolio consists of approximately 2,980
megawatts of primarily coal-fired baseload power plants. 

Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures. Please refer
to Item 2.02 of our Form 8-K filed on March 14, 2013, for definitions, utility
and uses of such non-GAAP financial measures. 

This press release contains statements reflecting assumptions, expectations,
projections, intentions or beliefs about future events that are intended as
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements include statements regarding benefits of the proposed
transaction, including significant value for Dynegy shareholders, expected
synergies and anticipated future financial operating performance and results,
AEM`s established retail business, preservation of Dynegy`s capital allocation
flexibility, obligations under the TA, AER`s consolidated net working capital at
closing, sufficiency of AER`s liquidity and collateral support, and ability to
close the transaction during the fourth quarter of 2013. These statements are
based on the current expectations of Dynegy`s management. Discussion of risks
and uncertainties that could cause actual results to differ materially from
current projections, forecasts, estimates and expectations of Dynegy is
contained in Dynegy`s filings with the Securities and Exchange Commission (the
"SEC"). Specifically, Dynegy makes reference to, and incorporates herein by
reference, the section entitled "Risk Factors" in its 2012 Form 10-K, when
filed. In addition to the risks and uncertainties set forth in Dynegy`s SEC
filings, the forward-looking statements described in this press release could be
affected by, among other things, (i) conditions to the closing of the
transaction may not be satisfied; (ii) problems may arise in successfully
integrating AER`s coal generation and retail marketing business into Dynegy`s
current portfolio, which may result in Dynegy not operating as effectively and
efficiently as expected; (iii) Dynegy may be unable to achieve expected
synergies or it may take longer than expected to achieve such synergies; (iv)
the transaction may involve unexpected costs or unexpected liabilities; (v)
Dynegy may be unable to obtain regulatory approvals required for the transaction
or required regulatory approvals may delay the transaction or result in the
imposition of conditions that could have a material adverse effect on Dynegy or
cause Dynegy to abandon the transaction; (vi) the business of Dynegy may suffer
as a result of uncertainty surrounding the transaction; (vii) the industry may
be subject to future regulatory or legislative actions, including environmental,
that could adversely affect Dynegy; and (viii) Dynegy may be adversely affected
by other economic, business, and/or competitive factors. Any or all of Dynegy`s
forward-looking statements may turn out to be wrong. They can be affected by
inaccurate assumptions or by known or unknown risks, uncertainties and other
factors, many of which are beyond Dynegy`s control.

Dynegy Inc.
Media: Katy Sullivan, 713-767-5800
or
Analysts: 713-507-6466 

Copyright Business Wire 2013