The story
Founded by Charles Watson in 1984.1
Dynegy history
Growth
In June 1998, NGC Corporation changed its name to Dynegy, Inc. The company's original slogan was "We believe in people." Nova announced two months later that it was seeking to sell its stake in Dynegy. Dynegy bought Illinova Corporation in 1999 in a deal worth US$1.75 billion and the assumption of US$2.25 billion of Illinova Corp. debt. The deal also allowed Nova and British Gas to sell their stake in Dynegy.
Dynegy also began branching into areas outside natural gas and electrical generation. In August 2000, the company announced that it had purchased Extant Inc., a broadband provider building a nationwide fiber optic network, for US$152.5 million.
Dynegy, along with Enron, El Paso Corporation, Reliant Energy, and several other energy companies, was accused of price manipulation and other fraudulent practices during the California electricity crisis in 2000 and 2001. The case against Dynegy was dismissed in 2003.
In 2001, Dynegy made a white knight US$8 billion takeover bid for Enron, which was saddled with $13 billion in debt and whose stock had plummeted. The deal began unraveling two weeks later as Enron revealed even larger financial losses and more debt than previously reported. Dynegy withdrew its merger offer on November 28. Enron sued Dynegy on December 2, the day after Enron declared bankruptcy. (The lawsuit was settled in August 2002 after Dynegy agreed to pay Enron US$25 million for backing out of the deal.) Enron attempted to sell off assets in an effort to stay afloat. On January 3, 2002, Dynegy successfully acquired Enron's Northern Natural Gas Company pipeline. NNGC was Enron's most lucrative pipeline asset and had been put up as collateral in return for Dynegy providing financing to Enron during merger talks.
Near-bankruptcy of 2002
Dynegy came close to bankruptcy in 2002. Investor pressure on energy stocks in the wake of the Enron collapse pushed Dynegy's stock price down 42 percent by late April. The company also admitted on April 26 that it made a large accounting error on a fuel contract, which further depressed the stock price 22 percent. Moody's Investors Service announced it was reviewing all US$4 billion of Dynegy debt. In financial distress, Dynegy successfully applied for a US$900 million line of credit. On May 1, the U.S. Securities and Exchange Commission opened a formal investigation into how Dynegy's "Project Alpha", an internal corporate initiative that allegedly inflated income from natural gas transactions and illegally structured business partnerships to avoid income. Two weeks later, the New York Times reported that Dynegy's Illinova subsidiary was part of the investigation. Illinova had formed a joint partnership named Catlin in January 2000 with a little-known investment company named Black Thunder. Catlin took over some of Illinova's electrical generating assets. Although Black Thunder put up almost 90 percent of the money to form Catlin, Dynegy was required to buy out Black Thunder's investment or sell off the assets if Catlin did not earn a specified high rate of return. On May 28, Dynegy founder, president, and chief executive officer Charles Watson resigned. Dynegy Inc. chairman Dan Dienstbier was named interim CEO. In mid-June, Dynegy reported that its first quarter income had fallen 80 percent. It also admitted that it had signed long-term power contracts that would not produce revenue for years to come; but it had charged the income to the current year's revenues in an attempt to bolster its bottom line. On June 19, Dynegy's chief financial office, Rob Doty, resigned. The following day, Dynegy shut down its online energy trading system.
Dynegy was quickly approaching bankruptcy by late June 2002. On June 25, the company announced it would sell off assets in an attempt to raise US$2 billion in cash. Moody's downgraded the rating of the company's bonds to "junk" status on June 28. Dynegy announced it might need a financial partner to help it stabilize. After the July 23 announcement, the company's shares dropped 64 percent. Desperate for cash, Dynegy sold the Northern Natural Gas Company to MidAmerican Energy Holdings for $928 million on July 29 ($572 less than it paid for it). The sale saved Dynegy from bankruptcy.
Although Dynegy avoided bankruptcy, the fallout from the company's accounting practices continued throughout 2002. In August, former Dynegy controller and chief accounting officer Bradley P. Farnsworth sued the company, saying he'd been fired after refusing to help manipulate the company's financial statements in the summer of 2000. The company suspended its dividend on August 12. On September 3, interim chairman Glenn F. Tilton resigned in order to become chief executive officer of United Airlines. On September 24, Dynegy announced that it had agreed to pay a US$3 million fine for using the Catlin company and other business partnerships to hide losses and taxable income. It also admitted that it had engaged in "round-trip" trades, phony natural gas and electricity trades designed to mislead investors and other companies about the success of Dynegy's online trading operation. The company later fired five traders after the Commodity Futures Trading Commission (CFTC) discovered that Dynegy energy traders had supplied false prices to industry trade publications. The company later paid a US$5 million fine to the CFTC. Still needing cash, Dynegy sold its Hornsea natural gas storage site in the United Kingdom to help pay the fine.
Dynegy shuttered its online energy trading business for good on October 16, 2002. The closure led Dynegy to lay off 14 percent of its workforce, which left it with just 4,600 employees.
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Several Dynegy executives were later convicted or indicted for their roles in Dynegy's near-collapse. In June 2003, Jamie Olis (former senior director of tax planning), Gene Foster (former vice president for taxation), and Helen Sharkey (a former employee in Dynegy's risk control and deal structure groups), were indicted on numerous counts of mail and wire fraud. According to court documents, the three employees conceived of a plan in early 2001 to borrow money but make it look like operational revenue. A corporation known as ABG Gas Supply was created. ABG secured loans from Citigroup, Credit Suisse First Boston, and Deutsche Bank to buy natural gas at market prices. ABG then sold this gas at a discount to Dynegy, which resold it at market prices and booked a $300 million profit. ABG then bought natural gas at market prices, and sold it at a premium to Dynegy. The profits ABG booked were then used to repay the loans. Prosecutors accused Olis, Foster, and Sharkey of deceiving auditors, regulators, and other company executives regarding the transactions. Foster and Sharkey pleaded guilty two months later. Olis was found guilty in March 2004, and sentenced to 24 years in prison. (A year later, after a U.S. Supreme Court ruling in a different case held that mandatory sentencing guidelines violated the Constitution, Olis' sentence was reduced to just six years in prison.) In December 2003, three former executives at Nicor Energy LLC (a joint venture of Dynegy and Nicor), were indicted for illegally manipulating that firm's income by US$11 million in 2001 to hide losses. Former chief financial officer Robert Doty agreed to pay a $376,650 fine in October 2007 for his role in helping to conceal the ABG Gas Supply scheme.
Shareholders, too, were unhappy with Dynegy's actions during the financial crisis. A class action lawsuit was filed against the company in 2002. In April 2005, Dynegy agreed to settle the lawsuit. Shareholders would be paid a total of US$468 million. To come up with the money, Dynegy paid out $250 million in cash and issued $68 million in stock to the plaintiffs. Its insurance companies paid another $150 million to the plaintiffs.
Recovery and restructuring
On October 23, 2002, Dynegy hired Bruce Williamson, a former Duke Energy executive, as its chief executive officer. Six weeks later, Dynegy hired Nick J. Caruso, a former chief financial officer at Royal Dutch Shell, as its new chief financial officer.
Williamson began a program of cost cutting, elimination of unprofitable businesses, and financial restructuring. As Williamson later told the New York Times in June 2005, "We had businesses in trading, in marketing, in broadband communications, in Europe, in communications as far as China. What we have done is very systematically sell those off, shut down offices and concentrate on the two businesses that looked like we had a competitive advantage." Dynegy sold its telecommunications business in Europe in January 2003, restated its income for 2001 and 2002, sold a natural gas terminal in Louisiana, sold its telecommunications business in North America in April 2003, engaged in a US$1.6 billion refinancing and other restructuring of its debt, sold its Illinois Power Company subsidiary to Ameren, and nullified a number of contracts in non-core or money-losing areas. In March 2004, Wiliamson was named chairman of the company, succeeding Dan Dienstbier (who retired).
Dynegy undertook a strategy to move into coal-fired and hydroelectric electrical generation in 2004, and out of natural gas distribution and trading. In November 2004, the company acquired four natural gas-fired and four hydroelectric power generation plants in the Northeast United States. In March 2005, it agreed to settle a 1999 dispute with the Environmental Protection Agency by spending US$321 million to repair and upgrade coal-fired generating plants in Illinois to reduce pollutants. In mid-2005, Dynegy hired Credit Suisse First Boston to assist it in finding a buyer for its natural gas transmission businesses. The sale of this business came quickly: In August 2005, Dynegy sold this business to Targa Resources, a company owned by private equity firm Warburg Pincus.
In September 2006, Dynegy and LS Power Group agreed to a joint venture in a deal worth US$2.3 billion. Under the terms of the agreement, Dynegy gave LS Power a 40 percent stake in Dynegy itself while LS Power contributed 10 of its power plants. Dynegy also agreed to create a 245 million new Class B shares, which it turned over to LS Power. In May 2007, ChevronTexaco announced it was selling its 12 percent stake in Dynegy to the public. The sale netted ChevronTexaco US$680 million by July. The joint venture did not last, however. In August 2009, LS Power agreed to buy nine electrical generating plants from Dynegy for US$1.025 billion in cash in order to dissolve the joint venture. Part of the reason for the joint venture's demise was another collapse in Dynegy's share price. Dynegy's shares fell 80 percent in the two years after the deal closed, and the company posted a large $345 million loss in the second quarter of 2009. LS Power also agreed to return all its Class B shares, so that Dynegy would only have 95 million shares of common stock outstanding. The dissolution of the joint venture left LS Power with a 15 percent stake in Dynegy.
Dynegy's move into coal-powered electrical generation was not without controversy. In September 2007, New York Attorney General Andrew Cuomo sued Dynegy and other utilities, arguing that the companies were not properly accounting for the financial risks that pollutants from coal-fired generating plants created. After a year of negotiations and legal maneuvering, Dynegy agreed to issue statements to its current and future investors warning that government regulation of carbon emissions and lawsuits over pollution could pose financial risks to the company. Its move into coal-fired electrical generation led the National Environmental Trust, an environmental group, to derisively call Dynegy the "king of coal" in 2008.
Takeover battles
On August 13, 2010, the Blackstone Group announced plans to purchase Dynegy for US$4.7 billion. As part of the deal, NRG Energy would acquire four natural gas plants in California and Maine for US$1.36 Billion. Seneca Capital, Dynegy's largest shareholder, fought the purchase in a proxy fight. Dynegy investor Carl Icahn also promised a proxy battle, arguing that Blackstone Group's offer was too low. Icahn raised his stake in Dynegy to 12.9 percent in preparation for the shareholder fight. Seneca Capital nominated former railroad executive E. Hunter Harrison and former energy company executive Jeff D. Hunter for the Dynegy board of directors, challenging Bruce Williamson and David Biegler (a Williamson ally).
A series of maneuvers followed. Dynegy executives said the offer was a good one, as the deal would give Dynegy access to lines of credit which would enable it to refinance and restructure its debt. With energy prices at cyclical lows, the company said it lacked the resources to do so and that its debt burden was destabilizing. Blackstone Group initially said it would not offer more than US$4.50 per share, but then revised its offer later that day to US$5.00 a share. Worried that it did not have enough shareholder support to accept the Blackstone Group offer, Dynegy proposed postponing its shareholder meeting a few days to November 23, but postponement did not occur. Legal counsel advised that Delaware law (under which Dynegy was incorporated) considered a postponement a new meeting, and that would require notifying shareholders (again) and giving at least 20 days' notice. Furthermore, Dynegy's proxy rules did not make it clear that a proxy remained in effect in the event of a postponement (which could lead to lawsuits). Legal counsel also believed that Dynegy management would be forced refile resolution with shareholders and resolicit votes, which would delay a meeting until early 2011. During the shareholder meeting, management's fears proved accurate. On November 19, Dynegy was forced to recess its shareholder meeting in an attempt to garner more support for the Blackstone bid. (Dynegy was unable to adjourn the meeting because its bylaws did not clearly provide for adjournment to another date, and because it was unclear that adjournment could occur without a shareholder vote—a vote the board felt it would lose.) During the four-day recess, Dynegy executives said the company would continue to solicit a takeover even if the Blackstone Group bid failed. On November 23, 2010, Dynegy management and Blackstone agreed to call off the takeover after it became clear there was not enough support for the US$5.00 a share bid.
On December 15, 2010, Icahn offered a US$5.50 a share cash bid for Dynegy. Dynegy's board asked for other bids, but none emerged. But Icahn, too, found little support among shareholders. He extended his offer by two weeks on January 25, 2011. That same day, Seneca Capital said it would not even entertain a US$6.00 a share bid. Dynegy's board urged shareholders to accept the Icahn bid, or risk bankruptcy. But by mid-February, even those investors willing to accept the Icahn bid had rescinded these offers. Icahn extended his offer by few days. The Icahn bid, too, collapsed.
On February 20, 2011, Bruce Williamson resigned as Dynegy's chairman, and announced he would step down as chief executive officer on March 11. Chief financial officer Holli C. Nichols also said she would resign as chief financial officer on March 11 as well. Board member Thomas W. Elward was named interim chairman, and Robert C. Flexon was appointed interim president and chief executive officer. Harrison was elected to the board of directors. Also elected to the board were Vincent J. Intrieri, Senior Managing Director of Icahn Capital, and Samuel J. Merksamer, an investment analyst for Icahn Capital.
2012 bankruptcy
The takeover bids all came after one of Dynegy's largest subsidiaries filed for bankruptcy. On November 7, 2011 Dynegy Holdings, the largest of Dynegy Inc.'s four subsidiaries, filed for Chapter 11 bankruptcy protection.
The bankruptcy was a novel one. Dynegy had structured itself so that Dynegy Inc. (the holding company) had little debt. Nearly all the debt was held by its subsidiary, Dynegy Holdings, which also guaranteed debt for the operating divisions. Dynegy Inc. created three operating divisions: the natural gas group (GasCo), the coal group (CoalCo), and a group for all other businesses (known as "the stub group"). GasCo and CoalCo were structured so that they would be little affected by any bankruptcy filing by either Dynegy Inc. or Dynegy Holdings. Part of the structure meant that few of the natural GasCo's and CoalCo's dividends were given to Dynegy Holdings. To separate Dynegy Holdings from Dynegy Inc., Dynegy Holdings was transformed from a corporation into a limited liability company (LLC). This legal maneuver took advantage of a Delaware Supreme Court ruling which made it difficult for creditors to sue an LLC's board of directors for failing to uphold their fiduciary duty. Finally, GasCo and CoalCo sold themselves to Dynegy Inc., which left Dynegy Holdings holding US$1.25 billion in debt but without the ability to seize the assets of GasCo and CoalCo in the event of a default. Under the structure adopted by Dynegy Inc., the company could meet its debt obligations to Dynegy Holdings by paying cash or by forgiving debt. This provided an incentive for Dynegy Inc. to withhold payment and force Dynegy Holdings to declare bankruptcy (thereby reducing the value of the debt and making it easier to pay off).
The restructuring plan put Dynegy's assets which had the worst financial performance into the hands of Dynegy Holdings. The goal was to protect Dynegy's secured creditors at the expense of its unsecured creditors. The plan had already generated one lawsuit. In 2011, U.S. Bancorp, representing bondholders whose investment was secured by leases of two Dynegy power plants new Newburgh, New York (the Danskammer Generating Station and the Roseton Generating Station).
On March 8, 2011, Dynegy submitted financial filings with government regulators warning investors that it faced bankruptcy if it could not restructure its debt. The company announced a month later that it had hired the restructuring firm Lazard and the law firm White & Case to advise it on debt restructuring. Vincent Intrieri was named chair of the boards finance and restructuring committee.
On March 9, 2012, the November 2011 bankruptcy of Dynegy Holdings ran into difficulty. An examiner appointed by the United States bankruptcy court found that the Dynegy Inc.'s purchase of CoalCo was fraudulent. The examiner found that Dynegy Holdings was already bankrupt at the time the sale took place, and therefore constituted a breach of fiduciary duty by the Dynegy Holdings board of directors. This allowed the Dynegy Holdings board of directors to sue the Dynegy Inc. board of directors for damages (which could run into the billions of dollars). This threw the Dynegy Holdings bankruptcy filing into doubt, and put Dynegy Inc. on the hook for billions in debt. The bankruptcy court trustee said she would sue on behalf of Dynegy Holdings to recover these debts.
The bankruptcy court examiner's finding quickly led to the bankruptcy of Dynegy Inc. itself. On April 3, 2012, Dynegy Inc. announced that it had reached an agreement with the U.S. bankruptcy trustee, the board of directors of Dynegy Holdings, and its other creditors. The agreement, which affected US$2.25 billion in debt, gave all creditors 99 percent of the stock of Dynegy Inc. once it emerged from bankruptcy. Existing shareholders would get just 1 percent of the stock in the new company, with warrants enabling them to buy up to 13.5 of common stock at a set price over the next five years. Accordingly, Dynegy Inc. filed for Chapter 11 bankruptcy protection on July 5, 2012. The bankruptcy plan filed by Dynegy Inc. also called for a merger with Dynegy Holdings. The bankruptcy filing did not, however, affect GasCo, CoalCo, or the "stub group", and allowed the Dynegy Holdings bankruptcy to proceed. Dynegy's stock was delisted from the New York Stock Exchange following the bankruptcy filing. U.S. Bancorp agreed to drop its lawsuit against the company in exchange for a $540 million claim against the company in bankruptcy court. The bondholders represented by U.S. Bancorp would also get a further US$31 million if the Danskammer and Roseton plants are sold.
As part of its bankruptcy filing, Dynegy moved its corporate headquarters. In November 2011, the company signed a lease for new principal offices in an office building at 601 Travis Street in Houston. (It occupied these quarters early July 2012.) Dynegy continued to hold leases on several floors of the Wells Fargo Plaza, however. As part of its bankruptcy filing, the bankruptcy court approved a new lease in which Dynegy would abandon 130,000 square feet (12,000 m2) of space at Wells Fargo Plaza. The company asked the court to cancel its lease on the remaining 50,000 square feet (4,600 m2) as well.
Dynegy said it hoped to hold a vote on August 24, at which time its creditors would approve the bankruptcy plan. A court hearing on the creditor-approved bankruptcy plan would then be held September 5, after which the company said it would emerge from bankruptcy protection.
Dynegy Inc. posted a second-quarter 2012 loss of $1.06 billion, an increase to $8.65 per share from 95 cents per share a year ago. The company blamed, among other things, markedly lower demand for its electricity, much lower prices for its coal, and a $941 million noncash loss caused by the transfer of its coal unit to Dynegy Holdings. The company also said it now hoped to emerge from bankruptcy in September 2012.
Dynegy agreed to auction off its Roseton and Danskammer energy plants in New York state in order to emerge from bankruptcy. Dynegy had signed a sale-leaseback agreement in 2001 with Public Services Enterprise Group for the Roseton and Danskammer facilities. Fifty percent of the proceeds from the auction would be used to pay bondholders (up to $571 million), while the remaining 50 percent would be used to pay unsecured creditors. The unsecured creditors would get $200 million in cash. Unsecured creditors also would receive 99 percent of Dynegy's new stock, with the company retaining the rest (with warrants to purchase 13.5 percent of the stock after five years). Dynegy also agreed to pay holders of $206 million in subordinated capital income securities just $55 million in principal and $16 million in interest to settle their claims. The bankruptcy agreement also settled claims between Dynegy Holdings and Dynegy, Inc.
Dynegy emerged from bankruptcy on October 2, 2012, and its shares began trading on October 3 under the "DYN" symbol.
From Wikipedia’s article on Dynegy, shared under CC BY-SA 4.0.5