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Dynegy Inc.'s $1.03 billion sale of nine of its U.S. power plants to private equity firm LS Power Associates LP brought back some old faces from past deals -- and some new ones as well.
On Dynegy's side, Greenhill & Co.'s Scott Bok and Greg Randolph advised the company's independent directors and provided a fairness opinion, and Joseph Frumkin and Audra Cohen from Sullivan & Cromwell LLP in New York provided legal counsel. Goldman, Sachs & Co.'s Michael Carr and Matthew Gibson served as Dynegy's financial advisers and also provided a fairness opinion, and Akin Gump Strauss Hauer & Feld LLP's Michael Dillard in Houston acted as legal counsel.
On LS Power's side, Jamie Welch at Credit Suisse Group were brought in to provide financial advice and Latham & Watkins LLP's Charles Ruck in Los Angeles and David Kurzweil in New York provided legal advice.
Back in 2006, when Dynegy was thought to be a takeover target, it bought 11 of LS Power's power plants for $2 billion in cash and stock, a deal that gave LS Power 40% of the Houston power generator.
The two hoped to create the country's largest new developer of coal-fired power plants, but that became more difficult as the credit crunch and the recession took hold and sentiment grew against emissions-emitting facilities.
In that deal, Credit Suisse and Greenhill had advised Dynegy while Goldman -- along with Morgan Stanley and Cravath, Swaine & Moore LLP -- had assisted LS Power. Akin Gump had counseled Dynegy, having had a long history of representing the company, including in its 2000 acquisition of Illinova Corp., which Dillard worked on. (Akin Gump also had a hand in starting Dynegy's predecessor company, Natural Gas Clearinghouse, and held a stake in the company; one of Akin Gump's former associates, Ken Randolph, became general counsel of NGC and later Dynegy before retiring in 2003.)
On the latest deal, Dillard -- an old energy-deal hand -- led the Akin team, which did all the drafting and negotiating. The independent committee hired Sullivan & Cromwell after an interview process, marking its first engagement relating to Dynegy. Dillard says the firm came highly recommended by Delaware's Richards, Layton & Finger PA as having had good experience representing independent directors. Frumkin is also a power-deal veteran: He counseled TXU Corp. on its $45 billion sale to Kohlberg Kravis Roberts & Co., TPG Capital and Goldman Sachs Capital Partners in 2007, the largest buyout in history; Macquarie Infrastructure Partners on its $3.5 billion acquisition of Pittsburgh utility Duquesne Light Holdings Inc. in 2006; and DTE Energy Co. on its 2000 merger with MCN Energy Group Inc.
It was a complicated deal. In addition to the cash payment, LS Power will also return 245 million Class B Dynegy shares it holds and convert its remaining 95 million Class B shares to the same number of Class A shares, giving it 15% of Dynegy. In exchange Dynegy will sell to LS Power five peaking and three combined-cycle generation assets, as well as Dynegy's remaining interest in a project under construction in Texas. LS Power will also receive $235 million principal amount of 7.5% senior unsecured notes that are due 2015.
"Whenever you're unwinding a transaction, it becomes more complicated, as we had to deal with existing documents in place," Dillard says. "We started in earnest beginning in July, and it took the better part of six weeks to get it papered."
But the deal will allow Dynegy to service near-term maturities as part of its $5.1 billion debt load, which is saying something, given the power sector's troubles amid low electricity prices and looming carbon legislation in the U.S. Will Dynegy again become a takeover target, maybe by the likes of Exelon Corp., which was spurned by NRG Energy Inc.? Stay tuned.
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