Dynegy/Blackstone

On August 13, 2010, Dynegy Inc. (NYSE: DYN) entered into a definitive merger to be acquired by an affiliate of The Blackstone Group L.P. (NYSE: BX) for approximately $4.7 billion, including the assumption of existing debt.

Under the terms of the merger agreement, Dynegy stockholders will receive $4.50 in cash for each outstanding share of Dynegy common stock they own, which represents a 62 percent premium to the closing share price on August 12, 2010.

The equity portion of the agreement is $543 million.

The transaction is expected to close by the end of 2010.

As part of the deal, Blackstone and NRG Energy have entered into a separate agreement through which NRG Energy will acquire four natural gas-fired assets currently owned by Dynegy - the Casco Bay facility in Maine and the Moss Landing, Morro Bay and Oakland facilities in California - for cash consideration of approximately $1.36 billion.

Goldman, Sachs & Co. and Greenhill & Co., LLC acted as financial advisors to Dynegy and provided Dynegy's Board of Directors with fairness opinions related to the transaction. Sullivan & Cromwell LLP acted as legal counsel to Dynegy. Credit Suisse Securities (USA) LLC and Blackstone Advisory Partners acted as financial advisors to Blackstone. Simpson Thacher & Bartlett LLP acted as legal counsel to Blackstone.

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