Acquisitions | Note 3—Acquisitions Acquisitions Delta Stock Purchase Agreement. On February 24, 2016, Atlas Power Finance, LLC (“Atlas” or the “Purchaser”), a wholly owned subsidiary of Atlas Power, LLC (“Atlas Power” or the “JV”), a newly formed limited liability company that is 65 percent indirectly owned by Dynegy and 35 percent owned by affiliated investment funds of Energy Capital Partners III, LLC (the “ECP Funds”), entered into a Stock Purchase Agreement, as amended (the “Delta Stock Purchase Agreement”) with GDF SUEZ Energy North America, Inc. (“GSENA”) and International Power, S.A. (the “Seller”), indirect subsidiaries of Engie S.A. Pursuant to, and subject to the terms and conditions of, the Delta Stock Purchase Agreement, the Purchaser will purchase from the Seller 100 percent of the issued and outstanding shares of common stock of GSENA, thereby acquiring approximately 8,700 MW in certain power generation facilities located in ERCOT, PJM, and ISO-NE for a base purchase price of approximately $3.3 billion in cash, subject to certain adjustments (the “Delta Transaction”). The Delta Stock Purchase Agreement includes customary representations, warranties and covenants by the parties. The Delta Transaction is subject to various closing conditions, including (i) expiration of the applicable waiting period, which was received on April 1, 2016, under the Hart-Scott-Rodino Act; (ii) obtaining required approvals from the FERC and the Public Utility Commission of Texas; (iii) no injunction or other orders preventing the consummation of the transactions contemplated under the Delta Stock Purchase Agreement; (iv) the completion of GSENA’s internal reorganization in all material respects in accordance with an exhibit attached to the Delta Stock Purchase Agreement; (v) the continuing accuracy of each party’s representations and warranties and (vi) the satisfaction of other customary conditions. We expect the Delta Transaction to close in the fourth quarter of 2016 after satisfaction or waiver of these closing conditions. Each party has agreed to indemnify the other for breaches of representations, warranties and covenants, and for certain other matters, subject to certain exceptions and limitations. The Delta Stock Purchase Agreement contains certain termination rights for both the Purchaser and the Seller, including if the closing does not occur within 12 months following the date of the Delta Stock Purchase Agreement. In the event the Delta Stock Purchase Agreement is terminated under certain circumstances, including the failure to obtain certain regulatory approvals, the Purchaser must pay GSENA a reverse termination fee of $132 million . In connection with the Delta Transaction, each of Dynegy and the ECP Funds entered into equity commitment letters with the JV and the Purchaser, pursuant to which Dynegy and the ECP Funds have agreed to provide up to $1.185 billion ( $770 million from Dynegy and $415 million from the ECP Funds) to the JV. Additionally, the JV has secured approximately $2.25 billion of committed debt facilities, including a $400 million junior bridge facility from the ECP funds and $1.85 billion of senior secured debt from a group of banks. These financings are non-recourse to Dynegy. We expect the JV to replace the $1.85 billion senior secured debt with permanent financing prior to the expected closing date of the Delta Transaction. Also, on February 24, 2016, Dynegy entered into a Stock Purchase Agreement (the “PIPE Stock Purchase Agreement”) with Terawatt Holdings, LP (“Terawatt”), an affiliate of ECP Funds, pursuant to which Dynegy will, subject to the terms and conditions of the PIPE Stock Purchase Agreement, sell and issue to Terawatt at the closing of the Delta Transaction 13,711,152 shares of common stock, $0.01 par value per share, of Dynegy for an aggregate purchase price equal to $150 million (the “PIPE Transaction”). The closing of the PIPE Transaction is contingent on the closing of the Delta Transaction. In addition, Dynegy has agreed to enter into an Investor Rights Agreement, in the form attached to the PIPE Stock Purchase Agreement (the “Investor Rights Agreement”), with Terawatt at the closing of the PIPE Transaction. Under the Investor Rights Agreement, Terawatt will be entitled to certain rights, including certain registration rights, rights of first refusal with respect to issuances of our common stock and the designation of one individual to serve on our Board of Directors as long as Terawatt and its affiliates own at least 10 percent of our common stock. Further, the Investor Rights Agreement subjects Terawatt to certain obligations, including certain voting obligations and customary standstill and lock-up periods. Concurrently with the execution of the Delta Stock Purchase Agreement, each of Dynegy and one of the ECP Funds entered into limited guarantees in favor of GSENA to guarantee 65 percent and 35 percent , respectively, of the Purchaser’s obligation to pay the reverse termination fee of $132 million in accordance with the terms and conditions of the Delta Stock Purchase Agreement. Please read Note 13—Commitments and Contingencies for further discussion. We incurred acquisition costs of $2 million for the three months ended March 31, 2016 related to the Delta Stock Purchase Agreement, which is included in Acquisition and integration costs in our unaudited consolidated statements of operations. Energy Capital Partners (“ECP”) Purchase Agreements. On April 1, 2015 (the “EquiPower Closing Date”), pursuant to the terms of a stock purchase agreement dated August 21, 2014, as amended, our wholly-owned subsidiary, Dynegy Resource II, LLC purchased 100 percent of the equity interests in EquiPower Resources Corp. (“ERC”) from certain affiliates of ECP (collectively, the “ERC Sellers”) thereby acquiring (i) five combined cycle natural gas-fired facilities in Connecticut, Massachusetts, and Pennsylvania, (ii) a partial interest in one natural gas-fired peaking facility in Illinois, (iii) two gas and oil-fired peaking facilities in Ohio, and (iv) one coal-fired facility in Illinois (the “ERC Acquisition”). On the EquiPower Closing Date, in a related transaction, pursuant to a stock purchase agreement and plan of merger dated August 21, 2014, as amended, our wholly-owned subsidiary Dynegy Resource III, LLC purchased 100 percent of the equity interests in Brayton Point Holdings, LLC (“Brayton”) from certain affiliates of ECP (collectively, the “Brayton Sellers” and together with the ERC Sellers, the “ECP Sellers”), thereby acquiring a coal-fired facility in Massachusetts (the “Brayton Acquisition”). The ERC Acquisition and the Brayton Acquisition (collectively, the “EquiPower Acquisition”) added approximately 6,300 MW of generation in Connecticut, Illinois, Massachusetts, Ohio, and Pennsylvania for an aggregate base purchase price of approximately $3.35 billion in cash plus approximately $105 million in common stock of Dynegy, subject to certain adjustments. In aggregate, the resulting operations from the two coal-fired facilities acquired from the ECP Sellers are reported within our Coal segment, while related operations from the six natural gas-fired and two gas and oil-fired facilities are reported within our Gas segment. Duke Midwest Purchase Agreement. On April 2, 2015, pursuant to the terms of the purchase and sale agreement dated August 21, 2014, as amended (the “Duke Midwest Purchase Agreement”), our wholly-owned subsidiary Dynegy Resource I, LLC purchased 100 percent of the membership interests in Duke Energy Commercial Asset Management, LLC and Duke Energy Retail Sales, LLC, from two affiliates of Duke Energy Corporation (collectively, “Duke Energy”), thereby acquiring approximately 6,200 MW of generation in (i) three combined cycle natural gas-fired facilities located in Ohio and Pennsylvania, (ii) two natural gas-fired peaking facilities located in Ohio and Illinois, (iii) one oil-fired peaking facility located in Ohio, (iv) partial interests in five coal-fired facilities located in Ohio, and (v) a retail energy business for a base purchase price of approximately $2.8 billion in cash (the “Duke Midwest Acquisition”), subject to certain adjustments. We operate two of the five coal-fired facilities, the Miami Fort and Zimmer facilities, with other owners operating the three remaining facilities. The operations from the retail energy business, the five coal-fired and the one oil-fired facilities acquired from Duke Energy are reported within our Coal segment, while related operations from the five natural gas-fired facilities are reported within our Gas segment. Business Combination Accounting. The EquiPower Acquisition and the Duke Midwest Acquisition (collectively, the “Acquisitions”) have been accounted for in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, with identifiable assets acquired and liabilities assumed recorded at their estimated fair values on the acquisition dates, April 1, 2015 and April 2, 2015, respectively. The valuation of these assets and liabilities is classified as Level 3 within the fair value hierarchy levels. The initial accounting for the Acquisitions is not complete because certain information and analysis that may impact our initial valuation is still being obtained or reviewed. Dynegy expects to finalize these amounts during the second quarter of 2016. The significant assets and liabilities for which provisional amounts are recognized at the respective acquisition dates are property, plant and equipment (“PP&E”), goodwill, deferred income taxes and taxes other than deferred income taxes. We continue to evaluate settlements which could relate to pre-acquisition activity from the ISOs. Additionally, some taxes have not yet been finalized with the associated taxing jurisdictions, resulting in a potential change to their fair value at acquisition. These changes may also impact the fair value of the acquired PP&E, goodwill or deferred tax liability. As such, the provisional amounts recognized are subject to revision until our valuation is completed, not to exceed one year, and any material adjustments identified that existed as of the acquisition date will be recognized in the current period. To fair value working capital, we used available market information. Asset retirement obligations (“AROs”) were recorded in accordance with ASC 410, Asset Retirement and Environmental Obligations. To fair value the acquired PP&E, we used a discounted cash flow (“DCF”) analysis based upon a debt-free, free cash flow model. The DCF model was created for each power generation facility based on its remaining useful life, and included gross margin forecasts for each facility using forward commodity market prices obtained from third party quotations for the years 2015 and 2016. For the years 2017 through 2024, we used gross margin forecasts based upon commodity and capacity price curves developed internally using forward New York Mercantile Exchange natural gas prices and supply and demand factors. For periods beyond 2024, we assumed a 2.5 percent growth rate. We also used management’s forecasts of operations and maintenance expense, general and administrative expense, and capital expenditures for the years 2015 through 2019 and assumed a 2.5 percent growth rate, based upon management’s view of future conditions, thereafter. The resulting cash flows were then discounted using plant specific discount rates of approximately 8 percent to 10 percent for gas-fired generation facilities and approximately 9 percent to 13 percent for coal-fired generation facilities, based upon the asset’s age, efficiency, region and years until retirement. Contracts with terms that were not at current market prices were also valued using a DCF analysis. The cash flows generated by the contracts were compared with their cash flows based on current market prices with the resulting difference recorded as either an intangible asset or liability. The 3,460,053 shares of common stock of Dynegy, issued as part of the consideration for the EquiPower Acquisition, were valued at approximately $105 million based on the closing price of Dynegy’s common stock on the EquiPower Closing Date. The following table summarizes the consideration paid and the provisional fair value amounts recognized for the assets acquired and liabilities assumed related to the EquiPower Acquisition and Duke Midwest Acquisition, as of the respective acquisition dates, April 1, 2015 and April 2, 2015: (amounts in millions) EquiPower Acquisition Duke Midwest Acquisition Total Cash $ 3,350 $ 2,800 $ 6,150 Equity instruments (3,460,053 common shares of Dynegy) 105 — 105 Net working capital adjustment 206 (9 ) 197 Fair value of total consideration transferred $ 3,661 $ 2,791 $ 6,452 Cash $ 267 $ — $ 267 Accounts receivable 49 126 175 Inventory 167 105 272 Assets from risk management activities (including current portion of $4 million and $30 million, respectively) 4 33 37 Prepayments and other current assets 32 69 101 Property, plant and equipment 2,773 2,734 5,507 Investment in unconsolidated affiliate 200 — 200 Intangible assets (including current portion of $67 million and $36 million, respectively) 111 84 195 Other long-term assets 28 35 63 Total assets acquired 3,631 3,186 6,817 Accounts payable 27 96 123 Accrued liabilities and other current liabilities 22 10 32 Debt, current portion 39 — 39 Liabilities from risk management activities (including current portion of $41 million and zero, respectively) 57 107 164 Asset retirement obligations 43 49 92 Intangible liabilities (including current portion of $24 million and $58 million, respectively) 73 93 166 Deferred income taxes, net 506 — 506 Other long-term liabilities — 40 40 Total liabilities assumed 767 395 1,162 Identifiable net assets acquired 2,864 2,791 5,655 Goodwill 797 — 797 Net assets acquired $ 3,661 $ 2,791 $ 6,452 We incurred acquisition costs of zero and $90 million for the three months ended March 31, 2016 and 2015 , respectively, related to the Acquisitions, which are included in Acquisition and integration costs in our unaudited consolidated statements of operations. Acquisition costs for the three months ended March 31, 2015 included $42 million in acquisition advisory and consulting fees and $48 million in commitment fees associated with a temporary bridge facility, which were payable only upon the closing of the Acquisitions. No amounts were borrowed under the bridge facility, and the bridge facility was cancelled upon our execution of the permanent financing for the Acquisitions. Revenues of $661 million and operating income of $157 million attributable to the Acquisitions for the three months ended March 31, 2016 are included in our unaudited consolidated statements of operations. Pro Forma Results. The unaudited pro forma financial results for the three months ended March 31, 2015 assume the EquiPower Acquisition and the Duke Midwest Acquisition occurred on January 1, 2014. The unaudited pro forma financial results may not be indicative of the results that would have occurred had the acquisition been completed as of January 1, 2014, nor are they indicative of future results of operations. (amounts in millions) Three Months Ended March 31, 2015 Revenues $ 1,622 Net income $ 80 Net loss attributable to noncontrolling interests $ (1 ) Net income attributable to Dynegy Inc. $ 81 |