Dynegy subsidiary Illinois Power makes pre-packaged Chapter 11 filing

By Caroline Salls

Pittsburgh, Dec. 9 – Illinois Power Generating Co., an indirect, wholly owned subsidiary of Dynegy Inc., made a pre-packaged Chapter 11 bankruptcy filing Friday in the U.S. Bankruptcy Court for the Southern District of Texas.

Dynegy said in a news release that the filing followed the successful solicitation of acceptances for Illinois Power’s pre-packaged plan of reorganization under an offering memorandum and disclosure statement. Consents were solicited for an out-of-court exchange offer related to Illinois Power’s outstanding series H 7% senior notes due 2018, series I 6.3% senior notes due 2020 and series F 7.95% senior notes due 2032, as well as for votes on the pre-packaged plan.

The company said the exchange offer was terminated because the requisite participation threshold of 97% of the outstanding principal amount of the notes was not satisfied.

However, Illinois Power received votes approving the plan from roughly 97% in amount and 83% in number out of the voting noteholders.

Plan terms

As previously reported, under the pre-packaged plan, noteholders who tendered their Illinois Power notes in a process subsequent to the expiration of the exchange offer and certified that they are eligible holders will receive a share of $100.69 million of cash consideration, $210 million of Dynegy notes and 10 million Dynegy warrants.

Noteholders who tendered their Illinois Power notes in the process subsequent to the expiration of the exchange offer and who are not eligible holders will receive cash equal to their share of $100.69 million of cash consideration plus the principal amount of Dynegy notes that the non-eligible holder would receive under the plan if they were an eligible holder plus their share of $15 million, representing the estimated value of the Dynegy warrants that eligible holders will receive under the plan.

No other plan or financing documents had been filed yet as of late Friday evening.

Illinois Power requested court approval of customary “first-day” relief to continue its operations in the ordinary course during the restructuring process.

Debt details

According to court documents, Illinois Power had $450.14 million in total assets and $970.41 million of total debt as of Nov. 30.

The company’s largest unsecured creditors are:

• The Bank of New York Mellon, with an $831.61 million unsecured notes claim;

• Advatech of Overland Park, Kan., with an $80.73 million trade debt claim;

• GS RC Coffeen LLC of New York, with a $5.67 million trade debt claim;

• BNSF Railway Co., based in Fort Worth, Texas, with a $4.77 million trade debt claim;

• Peabody of Evansville, Ind., with a $2.38 million trade debt claim;

• Newton RC LLC of Newton, Ill., with a $2.26 million trade debt claim;

• Union Pacific, based in Chicago, with a $1.68 million trade debt claim; and

• Arch Coal Inc. of St. Louis, with a $1.33 million trade debt claim.

Illinois Power is represented by Andrews Kurth LLP.

Dynegy is a Houston-based energy company. The Chapter 11 case number is 16-36326.

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