Item 1.01
Entry into a Material Definitive Agreement.
Fifth Amendment to Credit Agreement
On February 7, 2017 (the
Closing Date
), concurrently with the closing of the previously announced acquisition (the
Delta Acquisition
) of all of the issued and outstanding common stock of GDF SUEZ Energy North America, Inc. by Atlas Power Finance, LLC, a wholly owned subsidiary of Dynegy Inc. (the
Company
), the Company entered into an amendment (the
Fifth Amendment
) to the Companys existing Credit Agreement, dated as of April 23, 2013 (as amended or supplemented, the
Existing Credit Agreement
), with the guarantors party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch (
Credit Suisse
), as administrative agent. All capitalized terms used in this portion of this Item 1.01 but not otherwise defined shall have the meanings given to them in the Existing Credit Agreement.
The Fifth Amendment provides that, among other things, (1) the interest rate margins applicable to the Term Loans, which were borrowed into escrow by a subsidiary of the Company on June 27, 2016 and converted into the Incremental Tranche C Loans of the Company on February 7, 2017, in each case, in connection with the Delta Acquisition, were reduced from 3.00% to 2.25%, with respect to base rate borrowings, and from 4.00% to 3.25%, with respect to LIBOR borrowings, which reduction was effected by the exchange of Incremental Tranche C Term Loans for new Tranche C-1 Term Loans otherwise having the same terms as the Incremental Tranche C Term Loans and (2) the Incremental Tranche C Term Loans were upsized by $224 million, which upsize was applied to refinance the outstanding Initial Tranche B-2 Term Loans and extend the maturity thereof. The Tranche C-1 Term Loans will mature on February 7, 2024.
The foregoing summary highlights information contained in the Fifth Amendment. It does not contain all the information that may be important to you and is qualified in its entirety by reference to the terms of the Existing Credit Agreement and the Fifth Amendment attached hereto as Exhibits 10.1 and 10.2 and incorporated herein by reference.
Letter of Credit Reimbursement Agreement
On the Closing Date, the Company entered into a Letter of Credit Reimbursement Agreement (the
LC Reimbursement
Agreement
) with Goldman Sachs Bank USA (the
Issuing Bank
), pursuant to which the Issuing Bank has agreed to issue from time to time, at the Companys request, standby letters of credit in an amount not to exceed $50 million in the aggregate for the purposes stated therein. All capitalized terms used in this portion of this Item 1.01 but not otherwise defined shall have the meanings given to them in the LC Reimbursement Agreement.
The LC Reimbursement Agreement constitutes an Additional First-Lien Indebtedness Agreement (as defined in the Collateral Trust and Intercreditor Agreement, dated as of April 23, 2013, among the Company, the Subsidiary Guarantors (as defined therein), Credit Suisse AG, Cayman Islands Branch and each person party thereto from time to time, (the
Intercreditor Agreement
)) and the Obligations under the LC Reimbursement Agreement constitute Additional First-Lien Obligations (as defined in the Intercreditor Agreement).
The liens granted by the Company and certain of its Subsidiaries secure the Obligations under the LC Reimbursement Agreement on a pari passu basis with the obligations under the Existing Credit Agreement and are governed by the Intercreditor Agreement and the other Security Documents (as defined in the Intercreditor Agreement). The Intercreditor Agreement also sets forth the terms upon which payments will be applied amongst the secured parties thereunder, terms for enforcement of security interests and the terms upon which such security interests may be released. In addition, the Subsidiary Guarantors guarantee the Companys obligations under the LC Reimbursement Agreement to the collateral trustee pursuant to the Guarantee and Collateral Agreement, dated as of April 23, 2013, among the Company, the subsidiaries of the borrower from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, as collateral trustee.
The foregoing description of the LC Reimbursement Agreement does not purport to be complete and is qualified in its entirety by reference to the LC Reimbursement Agreement attached hereto as Exhibit 10.3 and incorporated herein by reference