Dynegy Holdings' bankruptcy petition

8/3/2019 Dynegy Holdings' bankruptcy petition

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BIUNITED STATES BANKRUPTCY COURTSouthern District of New York

All Other Names used by the Debtor in the last 8 years(incl ude married, maiden, and trade names): (include married, maiden, and trade names):Oynegy Holdings Inc.

Last four digits of Soc. Sec. or Individual-Taxpayer J.D. (IT1N)/Complete EIN(if more than one, state ali):

Type of Debtor(Form of Organization)(Check one box.)

Chapter of Bankruptcy Underthe Peti tion is Filed (Check one box.)Check one box.)o Health Care Businesso Single Asset Real Estate as defined inII U.S.c. 101(5IB)o Railroado Stockbrokero Commodity Brokero Clearing Bank~ OtherEnergy

0 Chapter 7 0 Chapter 15Petition for0 Chapter 9 Recognition of a Foreign~ Chapter II Main Proceeding0 Chapter 12 0 Chapter 15Petition for0 Chapter 13 Recognition of a ForeignNonmain Proceeding

o~oo

Individual (includes Joint Debtors)See Exhibit D on page 2 a/this/arm.Corporation (includes LLC and LLP)PartnershipOther (If debtor is not one of the above entities,check this box and state type of entity below.)

Nature of Debts(Check one box.)Tax-Exempt Entity(Check box, if applicable.)o Debtor is a tax-exempt organizationunder Title 26 of the United StatesCode (the Internal Revenue Code).

o Debts are primarily consumerdebts, defined in II U.S.C 101(8) as "incurred by anindividual primarily for apersonal. family. or house-hold

~ Debts are primar ilybusiness debts.

Filing Fee (Check one box.)Check one box:o Debtor isa small business debtor as defined in II U.S.c. 101(51D).!!I Debtor is not a small business debtor as defined in II U.S.c. 101(51D).IilI Full Filing Fee attached.o Filing Fee to be paid in installments (applicable to individuals only). Must attachsigned application for the court 's consideration certifying that the debtor isunable to pay fee except in installments. Rule 1006(b). See Official Form 3A. Check if:o Debtor's aggregate noncontingent liquidated debts (excluding debts owed toinsiders or affiliates) are less than $2,343,300 (amount subject to adjustmenton 4101113and every three years thereafter).Filing Fee waiver requested (applicable to chapter 7 individuals only). Mustattach signed application for the court 's consideration. See Official Form 3B.Check all applicable boxes:o A plan is being filed with this petition.o Acceptances of the plan were solicited prepetition from one or more classesof with II US.C.

THIS SPACE ISFORCOURT USE ONLYDebtor estimates that funds will be available for distribution to unsecured creditors.Debtor estimates that, after any exempt property is excluded and administrative expenses paid, there will be no funds available for

distribution to creditors.Estimated Numbero 01-49 50-99 o100-199 o200-999 o1,000-5,000 ~5,001-10,000 o25,001-50,000o10,001-25,000 o50,001-100,000 oOver100,000Estimated Assets0 0 0 0 0 0 0 0 0 ~$0 to $50,001 to $100,001 to $500,001 $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 More than$50,000 $100,000 $500,000 to $1 to $10 to $50 to $100 to $500 to $1 billion $1 billionmillion mi million0 0 0 0 0 0 0 0 0 ~$0 to $50,001 to $100,001 to $500,001 $1,000,001 $10,000,00 I $50,000,00 I $100,000,001 $500,000,00 I More than$50,000 $100,000 $500,000 to $1 to $10 to $50 to $100 to $500 to $1 billion $1 billionmillion million million million million


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B1_(Official Form 1l_i4/IOj Page 2Voluntary Petition Name of Dehtor(s):(This page must be completed andfiled in every case.) Dynegy Holdings, LLC

All Prior Bankruptcy Cases Fi led Within Last 8 Years (If more than two, attach additional sheet .)Location Case Number: Date Filed:Where Filed: NoneLocation Case Number: Date Filed:Where Filed:

Pending Bankruptcy Case Filed by any Spouse, Partner, or Aff iliate of tbis Debtor (If more than one, attach additional sheet.)Name of Debtor: Case Number: Date Filed:See Attachment 1District: Southern District of New York

Relationship: Judge:Exhibit A Exhibit B(To be completed ifdebtor is an individual

(To be completed ifdebtor is required to file periodic reports (e.g., forms 10K and 10Q) whose debts are primarily consumer debts.)wi th the Securi ties and Exchange Commission pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934 and is requesting reiief under chapter II.) I , the attorney for the petitioner named in the foregoing petition, declare that Ihave informed the petitioner that [he or she 1 may proceed under chapter 7, II, 12,or 13of title II, United States Code, and have explained the relief available undereach such chapter. I further certify that I have delivered to the debtor the noticerequired by II U.S.C. 342(b).

III Exhibit A isattached and made a part of this petition. X Signature of Attorney for Debtor(s) (Date)Exhibit C

Does the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable harm to public health or safety?0 Yes, and Exhibit C is attached and made a part of this petition.~ No. See Attached Exhibit C

Exhibi t D(To be completed by every individual debtor. Ifajoint petition is filed, each spouse must complete and attach a separate Exhibit D.)0 Exhibit D completed and signed by the debtor is attached and made a part of this petition.

If this is a joint petition:0 Exhibit D also completed and signed by thejoint debtor is attached and made a part of this petition.

Informat ion Regarding the Debtor - Venue(Check any applicable box.)0 Debtor has been domiciled or has had a residence, principal place of business, or principal assets in this District for 180 days immediatelypreceding the date of this petition or for a longer part of such 180 days than inany other District.~ There is a bankruptcy case concerning debtor's affiliate, general partner, or partnership pending in this District.0 Debtor is a debtor in a foreign proceeding and has i ts principal place of business or principal assets in the United States in this District, or hasno principal place of business or assets in the United States but is a defendant in an action or proceeding [in a federal or state court) in thisDistrict, or the interests of the parties will be served in regard to the reliefsought in this District.

Certi fication by a Debtor Who Resides as a Tenant of Residential Property(Check all applicable boxes.)0 Landlord has a judgment against the debtor for possession of debtor's residence. (If box checked, complete the following.)

(Name of landlord that obtained judgment)

(Address of landlord)0 Debtor claims that under applicable nonbankruptcy law, there are circumstances under which the debtor would be permitted to cure theentire monetary default that gave rise to the judgment for possession, after the judgment for possession was entered, and0 Debtor has included with this petition the deposit with the court of any rent that would become due during the 30-day period after the filingof the petition.0 Debtor certifies that he/she has served the Landlord with this certification. (II U.S.C. 362(1.


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51 (Ofr",i .1 fOIl"11 (4110) 01("Voluntary Petition ~ mc o f O e~ orfa\i(1"'1. page " ' 1 ' $ ' b~ romp/cl.d QiJdfll~d i,.


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ATTACHMENT 1 TO VOLUNTARY PETITIONPending Bankruptcy Cases Filed by Affiliates of the Debtor:

On November 7, 2011, each of the affiliated entities listed below, including theDebtor in this chapter 11 case (collectively, the "Debtors"), filed a voluntary petition in thisCourt for relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code").Dynegy Holdings, LLC is the direct or indirect parent corporation of each of the other Debtors.Contemporaneously with the filing of their voluntary petitions, the Debtors filed a motionrequesting that the Court consolidate their chapter 11 cases for administrative purposes only.

The Debtors are the following entities:Dynegy Danskammer, L.L.C.Dynegy Holdings, LLCDynegy Northeast Generation, Inc.Dynegy Roseton, L.L.C.Hudson Power, L.L.C.


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UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK---------------------------------------------------------- xIn re: Chapter 11DYNEGY HOLDINGS, LLC, Case No. 11-__ (_)

Joint Administration RequestedDebtor.---------------------------------------------------------- xEXHIBIT "A" TO VOLUNTARY PETITION1. Ifany of the debtor's securities are registered under Section 12of the SecuritiesExchange Act of 1934, the SEC file number is 000-29311.2. The following financial data is the latest available information and refers to the debtor'scondition on September 30, 2011, reflecting the total consolidated assets and liabilities forthe Debtors.

a . Total assets: $ l3.765 billionb . Total debts (including debts listed in 2.c., below): $ 6.181 billionc. Debt securities held by more than 500 holders:

ApproximateAmount Number of Holders

secured 0 unsecured ~ subordinated 0 $ 88,500,0001 > 675secured 0 unsecured ~ subordinated 0 785,000,0002 > 800secured 0 unsecured ~ subordinated 0 1,046,800,0003 > 4,200secured 0 unsecured I 2 J subordinated 0 1,100,000,0004 > 1,000secured 0 unsecured I 2 J subordinated 0 175,000,0005 >200secured 0 unsecured I 2 J subordinated 0 175,000,0006 275secured 0 unsecured I Z I subordinated I Z I 200,000,0007 > 100d. Number of shares of preferred stock: Nonee. Number of shares of common stock: None

1 8.75% senior unsecured notes due 2012.27.5% senior unsecured notes due 2015.38.375% senior unsecured notes due 2016.47.75% senior unsecured notes due 2019.57.125% senior debentures due 2018.67.625% senior debentures due 2026.7 Series B 8.316% Subordinated Capital Income Securities due 2027.


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Comments, ifany: 100% of the membership interest in the Debtor is held by DynegyInc.3. Brief description of debtor's business: The Debtor is a holding company and conductssubstantially all of its business through its subsidiaries. The primary business conductedby the Debtor's subsidiaries is the production and sale of electric energy, capacity andancillary services.4. List the names of any person who directly or indirectly owns, controls, or holds, withpower to vote, 5% or more of the voting securities of debtor: Dynegy Inc.


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B rc (Official Form I, Exhibit C) (9/01)(If, to the best of the debtor's knowledge. the debtor owns or has possession ofproperty that poses or is alleged to pose a threat ofimminent and identifiable harm to the public health or safety, attach this Exhibit "C" to the petition.]

UNITED STATES BANKRUPTCY COURTSouthern District of New York

In re Dynegy Holdings, LLCDebtor

Case No. 11---------)))) Chapter 11--------

EXHIBIT "C" TO VOLUNTARY PETITION1. Identify and briefly describe all real or personal property owned by or in possession of the debtor that, to the best of thedebtor's knowledge, poses or is alleged to pose a threat of imminent and identifiable harm to the public health or safety (attachadditional sheets if necessary):The Debtor does not believe it owns or possess any real or personal property that poses or is alleged topose a threat of imminent and identif iable harm to the public health or safety. To the extent the Debtorhas an interest in such property, to the best of the Debtor's knowledge, the Debtor is in compliance withall applicable laws, including, without limitation, all environmental laws and regulations.

2. With respect to each parcel ofreal property or item of personal property identified in question 1,describe the nature andlocation of the dangerous condition, whether environmental or otherwise, that poses or is alleged to pose a threat of imminent andidentifiable harm to the public health or safety (attach additional sheets if necessary):The Debtor is not aware of any real or alleged dangerous conditions existing on or related to any real orpersonal property owned or possessed by the Debtor.


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U NITED STA TES BA NKRU PTCY CO URTSOUTHERN DISTRICT OF NEW YORK- . - - - - - - - - - - - - - - - - - - - - - . - - - - - - - - - - - - - - - - - - - - - - - - - - - - xIn re: Chapter I)DYNEOY HOLDINGS, LLC, ~ al.,' Case No. ll- __ (_)

J oi nt Adm in is tr at io n Reque st edDebtors .

- ---------- ---------- ---------- ----------- ---------- ------ xLIST OF EOUITY SECURITY HOLDERS OF DYNEGY HOLDINGS, LLC

In accordance with Rules 1007(8)(1) and l007(a)(3) of the Federal Rules ofB an kru ptc y P ro ce du re , th e D eb to r su bm its th e following information:NAME AND ADDRESSOF EQUITY HOLDERS INTERESTDynegy Inc.1 00 0 Lo uis ia na S tr ee t, Suite 5800Houston, T~X.llli 77002

100%

DECLARATION REGARDING LIST OF EQUITY SECURITY HOLDERST ,K im berly M . O 'B rien, am an authorized officer of the debtor in this c as e ( th e"Debtor") , and in such capacity am fam iliar w ith the corporate records of the D ebtor. I dec lare

under penalty of perjury that the foregoing List of Equity Security Holders of the Debtor is trueand correct to the best of my knowledge, information, and belief.

Dated: November J_, 20II 6 u n b 1 h ~ Y Y J . aihlllCi}By: Kimber M.O'BnenTitle: Secretary

I T he D eb to rs. to geth er w ith th e last fo ur d ig its o f eac h D eb to r's fed eralla lt id en tificatio n n um be r. are D yn eg yH old in gs , L LC (8415); Oync :gy Nor the a st Generation, Inc. (6760); Hudson Power. L.L.C. (NONE); DynegyD an sk am mer, L .L .C . (9 30 1); an d D yn eg y R oseto n, L.L.C. (9 29 9). T he lo catio n o f th e D eb to rs' co rp orateh ead qu arters an d th e serv ice ad dress fo r D yn eg y H old in gs. L LC , D yn eg y N orth ea:> t G en eratio n, In c. an d H ud so nP ow er. L .l.C . is 1 00 0 L ou isian a S treet, S uite 5 8O Q, H ou sto n, T ex as 7 70 02 . T he lo catio n o f th e serv ice address fo rD ynegy R osero n, L .L .C . is 992 R Iver R oad, N ew burgh. N ew Y ork 12550. T he location of the service add ress forO y ne gy D a ns kamm er , L.L.c. is 9 94 R iv er R oad . Newb ur gh . New Y o rk 1 25 50 .


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DYNEGY HOLDINGS, LLCA Delaware limited liability company

(the "Company")MINUTES OF MEETING OF THE BOARD OF MANAGERS

Date: November 7, 2011Time: Five o'clock p.m. (Central Standard Time)Held: By Telephone ConferencePresent: Robert C. Flexon (Manager)

Clint C. Freeland (Manager)Kevin T. Howell (Manager)Vincent J. Intrieri (Manager)Samuel Merksamer (Manager)Thomas W. Elward (Manager)Michael J. Embler (Manager)Kimberly M. O'Brien (Secretary)

Mr. Flexon served as Chairman and Ms. O'Brien served as Secretary of the meeting.With all the members of the Board of Managers of the Company ("Board") being present, theChairman declared that a quorum was present and announced that the meeting, having been dulyconvened, was ready to proceed with business. The Chairman noted for the record that themembers of the Board were participating by telephone.

The following resolutions were passed unanimously by the Board:RESOLVED, that it is desirable and in the best interests of the Company, its creditors

and stockholders that a petition be filed by the Company seeking relief under the provisions ofchapter 11 of title 11 of the United States Code (the "Bankruptcy Code");

RESOL VED, that the individuals duly appointed by the Board of Managers of theCompany as the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, ChiefAdministrative Officer, Chief Accounting Officer, President, Executive Vice President, SeniorVice President, Vice President, General Counsel, Secretary, Assistant Secretary, Treasurer orAssistant Treasurer (each, an "Authorized Officer") are, and each of them acting individuallyhereby is, authorized and empowered on behalf of, and in the name of, the Company to executeand verify or certify a petition under chapter 11 of the Bankruptcy Code and to cause the same tobe filed in the United States Bankruptcy Court for the Southern District of New York (the"Bankruptcy Court") at such time and in such location as said Authorized Officer executing thesame shall determine and in such form or forms as such Authorized Officer may approve;

RESOL VED, to the extent that the approval of the Company is required in respect of anyproposals by certain subsidiaries of the Company, being Dynegy Northeast Generation, Inc., a


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Delaware corporation, Hudson Power, L.L.C., a Delaware limited liability company, DynegyDanskammer, L.L.C., a Delaware limited liability company and Dynegy Roseton, L.L.C., aDelaware limited liability company (together the "Filing Subsidiaries"), to concurrently filepetitions under chapter 11 of the Bankruptcy Code, that the Filing Subsidiaries be, and each ofthem acting individually hereby is, authorized to file a petition under chapter 11 of theBankruptcy Code and to cause the same to be filed in the Bankruptcy Court at such time, in suchmanner and in such location as each relevant Filing Subsidiary shall determine in its solediscretion and take any such action deemed necessary, proper or desirable in the sole discretionof such Filing Subsidiary;RESOLVED, that the law firm of Sidley Austin LLP, 787 Seventh Avenue, New York,New York 10019, be, and it hereby is, retained and employed as general bankruptcy counsel forthe Company in connection with the Company's case under chapter 11 of the Bankruptcy Code;RESOLVED, that the law firm of White & Case LLP, 1155 Avenue of the Americas,New York, NY 10036, be, and it hereby is, retained and employed as special litigation counselfor the Company in connection with the Company's case under chapter 11 of the BankruptcyCode;RESOLVED, that the financial advisory firm of FTI Consulting, Inc, 200I Ross Ave,Suite 400, Dallas, TX 75225, be, and it hereby is, retained and employed as financial advisor forthe Company in connection with the Company's case under chapter 11of the Bankruptcy Code;RESOLVED, that the Authorized Officers be, and each of them acting individuallyhereby is, authorized to retain and employ the firm of Epiq Bankruptcy Solutions, LLC,757 Third Avenue, 3rd Floor, New York, New York 10017, as the claims and noticing agent andas the administrative agent for the Company in connection with the Company's case underchapter 11of the Bankruptcy Code;RESOLVED, that the Authorized Officers be, and each of them acting individuallyhereby is, authorized to employ and retain other law firms, financial advisors, accountants andother professionals or agents, to advise the Company in connection with the Company's caseunder chapter 11of the Bankruptcy Code;RESOLVED, that the Authorized Officers be, and each of them acting individuallyhereby is, authorized to execute and file any and all petitions, schedules, motions, lists,applications, pleadings, and other papers, and to take any and all further actions which theAuthorized Officers or the Company's legal counsel may deem necessary or appropriate to filethe voluntary petition for relief under chapter 11 of the Bankruptcy Code, and to take andperform any and all further acts and deeds which they deem necessary, proper or desirable inconnection with the chapter 11 case, with a view to the successful prosecution of such case

including, without limitation, to seek authority from the Bankruptcy Court for the Company toprovide any post-petition financing, and for the Company to provide such post-petitionfinancing, to one or more of the Filing Subsidiaries, as such Authorized Officer may deemreasonably necessary, proper or desirable in his or her sole discretion, on such terms as in suchAuthorized Officer's sole discretion are deemed reasonably necessary, proper or desirable;

2


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RESOLVED, that the Authorized Officers be, and each of them acting individuallyhereby is, authorized and directed on behalf of the Company, where deemed reasonablynecessary, proper or desirable in such Authorized Officer's sole discretion, to take such actions,to make, sign, execute, acknowledge and deliver (and record in the relevant office of thesecretary of state or the county clerk, if necessary) any and all such agreements listed above(including exhibits thereto), including, without limitation, any and all documents relating to anypost-petition financing described above, all affidavits, orders, directions, certificates, requests,receipts, financing statements, or other instruments as may reasonably be required to give effectto these Resolutions, and to execute and deliver such agreements (including exhibits thereto) andrelated documents, and to fully perform the terms and provisions thereof;RESOLVED, that the Authorized Officers, be, and each of them acting individuallyhereby is, authorized on behalf of, and in the name of, the Company to execute any and all plansof reorganization under chapter 11 of the Bankruptcy Code, including any and all modifications,supplements, and amendments thereto, and to cause the same to be filed in the Bankruptcy Courtat such time as said Authorized Officer executing the same shall determine;RESOLVED, that the Authorized Officers be, and each of them acting individuallyhereby is, authorized and directed, on behalf of the Company, to take such actions and to make,sign, execute, acknowledge and deliver all such additional documents, agreements andcertificates, and to make any payments of any costs, expenses or fees as they may deemreasonably required or desired to give effect to the consummation of the transactionscontemplated by these Resolutions and any chapter 11plan of reorganization, and to execute anddeliver on behalf of the Company such documents, agreements and certificates, and to cause theCompany to fully perform the terms and provisions thereof; andRESOLVED, that to the extent that any of the actions authorized by any of theseResolutions have been taken by the Authorized Officers of the Company on its behalf, suchactions are hereby ratified and confirmed in their entirety.

* * * * *[Signature Page Follows]

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T here being no further business to com e before the Board, upon motio n d uly m ad e, se co nd ed a ndu na nim o us ly c ar rie d, th e m e etin g wa s a djo ur ne d a t 5 " :21,0 ro,~YYl.~tLSec ryo f th e Me etin g

SIG NA TU RE PA GE T OM INU TES O F M EETIN G O F THE BO AR D O F M ANA GERSOF DYNEGY HOLDINGS, He4

Dynegy Holdings' bankruptcy petition

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Transcript of Dynegy Holdings' bankruptcy petition