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EX-99.3 - EX-99.3 - DYNEGY INC.a17-18864_2ex99d3.htm
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8-K - 8-K - DYNEGY INC.a17-18864_28k.htm

Exhibit 99.1

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

The following unaudited pro forma condensed combined financial information (the “Pro Forma Financial Information”) sets forth selected historical consolidated financial information for Dynegy and gives effect to the Acquisition, the related financings, and the sale of the Troy and Armstrong facilities, all as described below.  The historical data provided for the year ended December 31, 2016, and as of and for the six months ended June 30, 2017, are derived from our audited annual consolidated financial statements and unaudited interim consolidated financial statements included in Dynegy’s Annual Report on Form 10-K for the year ended December 31, 2016, and Quarterly Report on Form 10-Q for the six months ended June 30, 2017.

 

The unaudited pro forma condensed combined statements of operations are presented for the fiscal year ended December 31, 2016, and for the six months ended June 30, 2017.  The unaudited pro forma condensed combined balance sheet is presented as of June 30, 2017.  The Pro Forma Financial Information is provided for informational and illustrative purposes only and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes in Dynegy’s Annual Report on Form 10-K for the year ended December 31, 2016, and Dynegy’s Quarterly Report on Form 10-Q for the six months ended June 30, 2017, in addition to the combined financial statements of the GSENA Thermal Assets for the year ended December 31, 2016 included in Dynegy’s Current Report on Form 8-K filed June 28, 2017.

 

The pro forma adjustments, as described in the notes to the Pro Forma Financial Information, are based on currently available information.  Management believes such adjustments are reasonable, factually supportable and directly attributable to the events and transactions described below.  The unaudited pro forma condensed combined balance sheet reflects the impact of the sale of the Troy and Armstrong facilities as if they had been completed on June 30, 2017.  The unaudited pro forma condensed combined statements of operations give effect to the Acquisition, the related financings, and the sale of the Troy and Armstrong facilities as if they had been completed on January 1, 2016, and only include adjustments which have an ongoing impact.  The Pro Forma Financial Information does not purport to represent what our actual consolidated results of operations or financial position would have been had the events and transactions occurred on the dates assumed, nor is it necessarily indicative of our future financial condition or consolidated results of operations.

 

The Pro Forma Financial Information gives effect to the following:

 

·                  The Acquisition.  On February 7, 2017, Atlas Power, a wholly-owned subsidiary of Dynegy, acquired the GSENA Thermal Assets from International Power S.A (the “Acquisition”) for a purchase price of $3.283 billion.  The Acquisition has been accounted for as a business combination and the valuation of significant assets and liabilities is provisional.

 

·                  Bond Offering.  On October 11, 2016, Dynegy issued $750 million of senior notes to pay a portion of the investment in Atlas Power then held by certain affiliated investment funds of Energy Capital Partners III, LLC (the “ECP Funds”), and to pay down $550 million of its term loans.

 

·                  Common Stock Issuance to the ECP Funds.  On February 7, 2017, Dynegy sold 13,711,152 shares of its common stock for an aggregate purchase price of $150 million to the ECP Funds.

 

·                  Term Loan Facility.  On June 27, 2016, a wholly-owned subsidiary of Dynegy entered into an incremental $2 billion term loan credit agreement (the “Tranche C Term Loan”), the proceeds of which were escrowed until the closing of the Acquisition, in order to finance a portion of the purchase price of the Acquisition and pay related fees and expenses.  Upon closing of the Acquisition, Dynegy assumed the obligations under the Tranche C Term Loan.

 

·                  Issuance of Tangible Equity Units.  On June 21, 2016, Dynegy conducted a $460 million public offering of tangible equity units, or “Units” at $100 per Unit.  Each Unit is comprised of a prepaid stock purchase contract and an amortizing note due July 1, 2019.  The prepaid stock purchase contract is treated as equity and the amortizing notes are treated as debt.  The earnings per share of Dynegy stock are diluted by this transaction. The basic earnings per share calculation includes the minimum number of shares to be delivered of 23.1 million pursuant to the related stock purchase contract.  The diluted earnings per share calculation includes the number of shares expected to be delivered using the if-converted method.

 

·                  Sale of Troy and Armstrong Facilities.  On July 10, 2017, Dynegy finalized the sale of its Troy and Armstrong generating facilities, which were part of the Acquisition, to LS Power for $479 million, subject to customary adjustments.

 



 

DYNEGY INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

 

 

 

As of June 30, 2017

 

 

 

($ in millions)

 

 

 

Dynegy

 

Disposal of Assets

 

Dynegy

 

 

 

As Reported

 

Held-for-sale

 

As Adjusted

 

ASSETS

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

447

 

$

479

(a)

$

926

 

Accounts receivable, net

 

441

 

 

441

 

Inventory

 

477

 

 

477

 

Assets from risk management activities

 

83

 

 

83

 

Intangible assets

 

23

 

 

23

 

Prepayments and other current assets

 

119

 

 

119

 

Total Current Assets

 

1,590

 

479

 

2,069

 

Property, plant, and equipment, net

 

9,485

 

 

9,485

 

Investment in unconsolidated affiliate

 

150

 

 

150

 

Assets from risk management activities

 

46

 

 

46

 

Goodwill

 

799

 

 

799

 

Intangible assets

 

58

 

 

58

 

Assets held for sale

 

463

 

(463

)(a)

 

Other long-term assets

 

168

 

 

168

 

Total Assets

 

$

12,759

 

$

16

 

$

12,775

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

Accounts payable

 

$

370

 

$

 

$

370

 

Accrued interest

 

116

 

 

116

 

Intangible liabilities

 

25

 

 

25

 

Accrued liabilities and other current liabilities

 

154

 

7

 

161

 

Liabilities from risk management activities

 

73

 

 

73

 

Asset retirement obligations

 

59

 

 

59

 

Debt, current portion

 

106

 

 

106

 

Total Current Liabilities

 

903

 

7

 

910

 

Debt, long-term portion

 

9,211

 

 

9,211

 

Other Liabilities

 

 

 

 

 

 

 

Liabilities from risk management activities

 

48

 

 

48

 

Asset retirement obligations

 

246

 

 

246

 

Deferred income taxes

 

30

 

(11

)

19

 

Intangible liabilities

 

41

 

 

41

 

Other long-term liabilities

 

161

 

 

161

 

Total Liabilities

 

10,640

 

(4

)

10,636

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

Total Equity

 

2,119

 

20

 

2,139

 

Total Liabilities and Equity

 

$

12,759

 

$

16

 

$

12,775

 

 



 

DYNEGY INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

 

 

 

Six Months Ended June 30, 2017

 

 

 

($ in millions)

 

 

 

Dynegy

 

GSENA Thermal Assets

 

Acquisition

 

Less: Assets

 

Dynegy

 

 

 

As Reported

 

As Reported

 

Adjustments

 

Disposed of (l)

 

As Adjusted

 

Revenues

 

$

2,411

 

$

37

 

$

20

(c)

$

50

 

$

2,418

 

Cost of sales, excluding depreciation expense

 

(1,438

)

(29

)

2

(d)

(7

)

(1,458

)

Gross margin

 

973

 

8

 

22

 

43

 

960

 

Operating and maintenance expense

 

(514

)

(39

)

(8

)(e)

(5

)

(556

)

Depreciation expense

 

(409

)

(23

)

8

(f)

 

(424

)

Impairments

 

(119

)

 

 

 

(119

)

Mark-to-market income (loss), net

 

 

20

 

(20

)(c)

 

 

Loss on sale of assets

 

(29

)

(1

)

 

 

(30

)

General and administrative expense

 

(82

)

 

(1

)(g)

 

(83

)

Acquisition and integration costs

 

(52

)

 

35

(h)

 

(17

)

Other

 

1

 

 

 

(3

)

4

 

Personnel costs

 

 

(7

)

7

(i)

 

 

Operating loss

 

(231

)

(42

)

43

 

35

 

(265

)

Bankruptcy reorganization items

 

482

 

 

 

 

482

 

Earnings from unconsolidated investments

 

 

1

 

 

 

1

 

Interest expense

 

(326

)

(1

)

1

(j)

 

(326

)

Other income and expense, net

 

46

 

 

 

 

46

 

Loss before income taxes

 

(29

)

(42

)

44

 

35

 

(62

)

Income tax benefit (expense)

 

329

 

12

 

(12

)(k)

 

329

 

Net income (loss) attributable to Dynegy Inc.

 

300

 

(30

)

32

 

35

 

267

 

Less: Net loss attributable to noncontrolling interest

 

(1

)

 

 

 

(1

)

Net income (loss) attributable to Dynegy Inc.

 

301

 

(30

)

32

 

35

 

268

 

Less: Dividends on preferred stock

 

11

 

 

 

 

11

 

Net income (loss) attributable to Dynegy Inc. common stockholders

 

$

290

 

$

(30

)

$

32

 

$

35

 

$

257

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share attributable to Dynegy Inc. common stockholders

 

$

1.91

 

 

 

 

 

 

 

$

1.66

 

Diluted earnings per share attributable to Dynegy Inc. common stockholders

 

$

1.76

 

 

 

 

 

 

 

$

1.54

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic shares outstanding

 

152

 

 

 

 

 

 

 

155

(m)

Diluted shares outstanding

 

171

 

 

 

 

 

 

 

174

(m)

 



 

DYNEGY INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

 

 

 

Year Ended December 31, 2016

 

 

 

($ in millions)

 

 

 

Dynegy

 

Transaction

 

GSENA Thermal Assets

 

Acquisition

 

Less: Assets

 

Dynegy

 

 

 

As Reported

 

Financing

 

As Reported

 

Adjustments

 

Disposed of (l)

 

As Adjusted

 

Revenues

 

$

4,318

 

$

 

$

970

 

$

(91

)(c)

$

151

 

5,046

 

Cost of sales, excluding depreciation expense

 

(2,281

)

 

(524

)

18

(d)

(31

)

(2,756

)

Gross margin

 

2,037

 

 

446

 

(73

)

120

 

2,290

 

Operating and maintenance expense

 

(940

)

 

(125

)

(12

)(e)

(3

)

(1,074

)

Depreciation expense

 

(689

)

 

(229

)

91

(f)

 

(827

)

Impairments

 

(858

)

 

(6

)

 

 

(864

)

Mark-to-market income (loss), net

 

 

 

(91

)

91

(c)

 

 

Gain (loss) on sale of assets

 

(1

)

 

(35

)

 

(3

)

(33

)

General and administrative expense

 

(161

)

 

 

(58

)(g)

(3

)

(216

)

Acquisition and integration costs

 

(11

)

 

 

5

(h)

 

(6

)

Other

 

(17

)

 

 

 

(7

)

(10

)

Personnel costs

 

 

 

(52

)

52

(i)

 

 

Operating income (loss)

 

(640

)

 

(92

)

96

 

104

 

(740

)

Bankruptcy reorganization items

 

(96

)

 

 

 

 

(96

)

Earnings from unconsolidated investments

 

7

 

 

26

 

 

 

33

 

Interest expense

 

(625

)

(43

)(b)

(33

)

33

(j)

 

(668

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income and expense, net

 

65

 

 

 

 

 

65

 

Income (loss) before income taxes

 

(1,289

)

(43

)

(99

)

129

 

104

 

(1,406

)

Income tax benefit (expense)

 

45

 

 

27

 

(27

)(k)

 

45

 

Net income (loss)

 

(1,244

)

(43

)

(72

)

102

 

104

 

(1,361

)

Less: Net loss attributable to noncontrolling interest

 

(4

)

 

 

 

 

(4

)

Net income (loss) attributable to Dynegy Inc.

 

(1,240

)

(43

)

(72

)

102

 

104

 

(1,357

)

Less: Dividends on preferred stock

 

22

 

 

 

 

 

22

 

Net income (loss) attributable to Dynegy Inc. common stockholders

 

$

(1,262

)

$

(43

)

$

(72

)

$

102

 

$

104

 

$

(1,379

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per share attributable to Dynegy Inc. common stockholders

 

$

(9.78

)

 

 

 

 

 

 

 

 

$

(8.95

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted shares outstanding

 

129

 

 

 

 

 

 

 

 

 

154

(m)

 



 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

Balance Sheet Adjustment:

 

a)                         Reflects the sale of the Troy and Armstrong Facilities to LS Power for approximately $479 million, the associated impacts on current and deferred income taxes, and the estimated gain on the sale, as if the transaction had closed on June 30, 2017.

 

Statement of operations adjustments:

 

Transaction Financing

 

b)                         Reflects estimated interest expense of (i) 4.3% for the $2 billion Tranche C Term Loan, (ii) 7.0% for the $87 million debt portion of the Units, (iii) 8.0% for the $750 million senior notes, (iv) 3.3% for the $300 million draw on the revolving credit facility, and (v) amortization of $94 million debt issuance costs associated with these debt balances over an estimated average life of 7 years, offset by (vi) elimination of interest expense of 5.1% for the $550 million repayment of a portion of our term loans, (vii) reduction in the unutilized commitment fee of 0.375% related to the revolving credit facility, and (viii) reduction in interest expense related to historical deferred financing costs on retired debt which is considered to be a non-recurring transaction for the year ended December 31, 2016.

 

An increase or decrease of 0.125% in the interest rate on the net additional indebtedness of $2.3 billion would result in a corresponding increase or decrease of $2.9 million in interest on an annual basis, or a corresponding increase or decrease of $0.7 million in interest on a quarterly basis.

 

Acquisition Adjustments

 

c)                          Represents the reclassification of GSENA Thermal Assets’ historical mark-to-market on commodity contracts to Revenues to conform to Dynegy’s presentation.

 

d)                         Represents the reclassification of $2 million and $18 million of GSENA Thermal Assets’ historical Cost of sales, excluding depreciation expense, for the period from January 1, 2017 to February 6, 2017 and the year ended December 31, 2016, respectively to Operating and maintenance (“O&M”) expense to conform to Dynegy’s presentation.

 

e)                          Represents the reclassification of GSENA Thermal Assets’ historical $2 million of Cost of sales and $6 million of personnel costs noted in (d) above and (i) below, respectively, to O&M expense to conform to Dynegy’s presentation for the six months ended June 30, 2017.

 

Represents the reclassification of GSENA Thermal Assets’ historical $18 million of Cost of sales and $52 million of personnel costs noted in (d) above and (i) below, respectively, to O&M expense offset by the reclassification of $58 million of O&M expense, noted in (g) below, to G&A expense to conform to Dynegy’s presentation for the year ended December 31, 2016.

 

f)                           Reflects an adjustment to decrease GSENA Thermal Assets’ historical depreciation expense as a result of the fair value adjustment to Property, plant, and equipment, using the straight-line method of depreciation and estimated remaining useful lives of 20 years.

 

g)                          Represents the reclassification of $1 million of GSENA Thermal Assets’ historical personnel costs noted in (h) below to G&A expense to conform to Dynegy’s presentation for the six months ended June 30, 2017.  Represents the reclassification of $58 million of GSENA Thermal Assets’ historical O&M expense to conform to Dynegy’s presentation for the year ended December 31, 2016.

 

h)                         Represents the removal of $35 million and $5 million of Dynegy’s acquisition costs for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively, which are directly attributable to the Acquisition.

 

i)                             Represents the reclassification of $7 million of GSENA Thermal Assets’ historical personnel costs, including $6 million to O&M expense and $1 million to G&A expense to conform to Dynegy’s presentation for the six months ended June 30, 2017.

 

Represents the reclassification of $52 million of GSENA Thermal Assets’ historical personnel costs to O&M expense to conform to Dynegy’s presentation for the year ended December 31, 2016.

 

j)                            Represents an adjustment to remove GSENA Thermal Assets’ historical interest expense.

 

k)                         Reflects the removal of GSENA Thermal Assets’ historical income tax expense plus an adjustment to reflect the expected

 



 

income tax provision based upon a state statutory rate of approximately 1.4%, since Dynegy’s effective federal tax rate is zero due to historical net operating losses.  In 2017, Dynegy recorded an income tax benefit related to the reduction of its valuation allowance attributable to the Acquisition.  This tax benefit is not included in the pro forma condensed combined statement of operations for the year ended December 31, 2016, the earliest period presented.

 

l)                             Reflects the removal of the historical operating results of the Troy and Armstrong facilities.

 

m)                     Reflects the addition of 13,711,152 shares of Dynegy common stock issued to the ECP Funds and 23,092,460 shares of common stock to be issued related to the Units outstanding for the six months ended June 30, 2017 and the year ended December 31, 2016.  For the year ended December 31, 2016, an additional 5,425,700 common shares could be issued related to the Units; however, no adjustment for these additional shares is reflected in the pro forma diluted earnings per share calculations as it is antidilutive.