Simpson Thacher is representing an affiliate of The Blackstone Group in its acquisition of Dynegy Inc. in a transaction valued at approximately $4.7 billion, including the assumption of existing debt. Under the terms of the merger agreement, Dynegy stockholders will receive $4.50 in cash for each outstanding share of Dynegy common stock they own, which represents a 62 percent premium to the closing share price on August 12, 2010. The transaction is expected to close by the end of 2010 and is subject to customary closing conditions, including approval by Dynegy stockholders and receipt of regulatory approvals.
Blackstone and NRG Energy have also entered into a separate and exclusive agreement through which NRG Energy will acquire four natural gas-fired assets currently owned by Dynegy - the Casco Bay facility in Maine and the Moss Landing, Morro Bay and Oakland facilities in California - for cash consideration of approximately $1.36 billion. The consummation of the merger transaction between Dynegy and Blackstone is contingent upon the concurrent closing of the Blackstone and NRG Energy transaction.
Dynegy Inc. produces and sells electric energy, capacity and ancillary services in key U.S. markets. Its power generation portfolio consists of approximately 12,200 megawatts of baseload, intermediate and peaking power plants fueled by a mix of natural gas, coal and fuel oil.
The Simpson Thacher team includes: Wilson Neely, David Lieberman, Peter Pantaleo, Brian Chisling, Rhett Van Syoc, Aby Castro, Swati Lohia, SJ Gagliardi, Brandon Neal, E. David Eshmoili and Lauren Yoon (M&A); Alden Millard and Jakob Rendtorff (Credit); Edward Tolley (Capital Markets); Gregory Grogan, Jennifer Pepin and Craig Katerberg (Executive Compensation and Employee Benefits); Scott Dyer (Labor); Mike Isby (Environmental); Gary Mandel and Jonathan Talansky (Tax); Jonathan Lin (Regulatory); Mardi Merjian and Davis Coen (Real Estate); Lori Lesser and Marcela Robledo (Intellectual Property); and Joe Tringali and Michael Naughton (Antitrust). Paralegals Priscilla Caracitas and Yvonne Colebank provided valuable assistance.