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As filed with the Securities and Exchange Commission on October 2, 2013

No. 333-                

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DYNEGY INC.

(Exact name of registrant as specified in its charter)

601 Travis, Suite 1400, Houston, Texas 77002
(713) 507-6400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Catherine B. Callaway

Executive Vice President, General Counsel and Chief Compliance Officer

Dynegy Inc.

601 Travis, Suite 1400

Houston, Texas 77002

(713) 507-6400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Gregory Pryor

David Johansen

White & Case LLP

1155 Avenue of the Americas

New York, New York 10036

(212) 819-8200

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

CALCULATION OF REGISTRATION FEE

(1)          Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities act of 1933, as amended (the “Securities Act”).

(2)          Calculated pursuant to Rule 457(c) under the Securities Act based on an estimate of the maximum aggregate offering price.

(3)          Pursuant to Rule 457(p) promulgated under the Securities Act, the registrant is applying $78,306.06 of the filing fee of $82,021.28 associated with certain unsold securities under its Registration Statement on Form S-1 (File No. 333-185376), originally filed by Dynegy Inc. on December 10, 2012, to offset the registration fee of $77,920.43 that would otherwise be due in connection with this Registration Statement.

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Prospectus

Dynegy Inc.

31,459,816 Shares Common Stock

The selling stockholder is offering 31,459,816 shares of common stock, including 1,533,887 shares of common stock issuable upon the exercise of the five-year warrants issued pursuant to the Plan (the “Warrants”). We are not selling any shares of common stock under this prospectus. We will not receive any proceeds from the sale of shares to be offered by the selling stockholder.

The common stock offered by this prospectus is being registered to permit the selling stockholder to sell the offered common stock from time to time. The selling stockholder may offer and sell the offered common stock at fixed prices, prevailing market prices at the times of sale, prices related to the prevailing market prices, varying prices determined at the times of sale or negotiated prices. The shares of our common stock offered by this prospectus and any prospectus supplement may be offered by the selling stockholder directly to investors or to or through underwriters, dealers or other agents. We do not know when or in what amounts the selling stockholder may offer these shares of common stock for sale.  The selling stockholder may sell all, some or none of the shares of common stock offered by this prospectus. See “Plan of Distribution” on page 43 for a more complete description of how the offered common stock may be sold.

Investing in our common stock involves risks.  See “Risk Factors” beginning on page 9.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.

Our common stock is currently listed on the New York Stock Exchange, which we refer to as the NYSE, under the symbol “DYN.”

On October 1, 2013, the last reported sale price on the NYSE of our common stock was $19.52.

This prospectus is dated October 2, 2013.

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You should rely only on the information contained in this prospectus or to which we have referred you. We have not authorized anyone to provide you with information that is different. This prospectus may only be used where it is legal to sell these securities. The information in this prospectus may only be accurate on the date of this prospectus.

IF YOU ARE IN A JURISDICTION WHERE OFFERS TO EXCHANGE OR SELL, OR SOLICITATIONS OF OFFERS TO EXCHANGE OR PURCHASE, THE SECURITIES OFFERED BY THIS PROSPECTUS ARE UNLAWFUL, OR IF YOU ARE A PERSON TO WHOM IT IS UNLAWFUL TO DIRECT THESE TYPES OF ACTIVITIES, THEN THE OFFER PRESENTED IN THIS PROSPECTUS DOES NOT EXTEND TO YOU.

YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THIS PROSPECTUS AND NEITHER THE MAILING OF THIS PROSPECTUS NOR THE SALE OF OUR COMMON STOCK PURSUANT TO THIS OFFERING SHALL CREATE AN IMPLICATION TO THE CONTRARY.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained or incorporated by reference in this prospectus which are not statements of historical fact constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements included or incorporated by reference into this prospectus, other than statements of historical fact, that address activities, events or developments that we or our management expect, believe or anticipate will or may occur in the future are forward-looking statements.  These statements represent our reasonable judgment of the future based on various factors and using numerous assumptions and are subject to known and unknown risks, uncertainties and other factors that could cause our actual results and financial position to differ materially from those contemplated by the statements.  You can identify these statements by the fact that they do not relate strictly to historical or current facts.  They use words such as “anticipate”, “estimate”, “project”, “forecast”, “plan”, “may”, “will”, “should”, “expect” and other words of similar meaning.  In particular, these include, but are not limited to, statements relating to the following:

·                  expectations and beliefs related to the AER Acquisition (as defined herein) and satisfying closing conditions, including obtaining variance relief from the Illinois Pollution Control Board (“IPCB”) and approval of FERC under Section 203 of the Federal Power Act, as amended (“FERC Approval”);

·                  anticipated benefits and expected synergies resulting from the AER Acquisition and beliefs associated with the integration of operations;

·                  our ability to consummate the DNE Debtor Entities Joint Plan of Liquidation (as defined herein);

·                  beliefs and assumptions relating to our liquidity, available borrowing capacity and capital resources generally, including the extent to which such liquidity could be affected by poor economic and financial market conditions or new regulations and any resulting impacts on financial institutions and other current and potential counterparties;

·                  lack of comparable financial data due to the application of fresh-start accounting;

·                  limitations on our ability to utilize previously incurred federal net operating losses or alternative minimum tax credits;

·                  expectations regarding our compliance with the Credit Agreement (as defined herein), including collateral demands, interest expense, any applicable financial ratios and other payments;

·                  the timing and anticipated benefits to be achieved through our company-wide savings improvement programs, including our PRIDE initiative;

·                  efforts to identify opportunities to reduce congestion and improve busbar power prices;

·                  expectations regarding environmental matters, including costs of compliance, availability and adequacy of emission credits, and the impact of ongoing proceedings and potential regulations or changes to current regulations, including those relating to climate change, air emissions, cooling water intake structures, coal combustion byproducts, and other laws and regulations to which we are, or could become, subject;

·                  beliefs, assumptions and projections regarding the demand for power, generation volumes and commodity pricing, including natural gas prices and the timing of a recovery in natural gas prices, if any;

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·      sufficiency of, access to and costs associated with coal, fuel oil and natural gas inventories and transportation thereof;

·      beliefs and assumptions about market competition, generation capacity and regional supply and demand characteristics of the wholesale power generation market, including the anticipation of higher market pricing over the longer term;

·      the effectiveness of our strategies to capture opportunities presented by changes in commodity prices and to manage our exposure to energy price volatility;

·      beliefs and assumptions regarding the outcome of the California tolling contract terminations dispute and the impact of such terminations on the timing and amount of future cash flows;

·      ability to mitigate impacts associated with expiring reliability must run and/or capacity contracts;

·      beliefs and assumptions about weather and general economic conditions;

·      projected operating or financial results, including anticipated cash flows from operations, revenues and profitability;

·      our focus on safety and our ability to efficiently operate our assets so as to capture revenue generating opportunities and operating margins;

·      beliefs about the costs and scope of the ongoing demolition and site remediation efforts at the South Bay and Vermilion facilities;

·      beliefs about the outcome of legal, administrative, legislative and regulatory matters, including the impact of final rules regarding derivatives to be issued by the U.S Commodity Futures Trading Commission (the “CFTC”) under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; and

·      expectations regarding performance standards and estimates regarding capital and maintenance expenditures.

Any or all of our forward-looking statements may turn out to be wrong.  They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors, many of which are beyond our control.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”) with the SEC to register with the SEC the shares of our common stock being offered in this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed with it. For further information about us and our common stock, reference is made to the registration statement and the exhibits and schedules filed with it.  Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such

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statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement.

We file annual, quarterly and current reports, proxy and registration statements and other information with the SEC. You may read and copy any reports, statements, or other information that we file, including the registration statement, of which this prospectus forms a part, the exhibits and schedules filed with it, and the information incorporated by reference herein, without charge at the public reference room maintained by the SEC, located at 100 F Street, NE, Washington, D.C. 20549, and copies of all or any part of the registration statement may be obtained from the SEC on the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains an internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.

INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS

We are incorporating by reference specified documents that we file with the SEC, which means that we can disclose important information to you by referring you to those documents that are considered part of this prospectus. We incorporate by reference into this prospectus the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) other than portions of these documents that are either (1) described in paragraph (e) of Item 201 of Registration S-K or paragraphs (d)(1)-(3) and (e)(5) of Item 407 of Regulation S-K promulgated by the SEC or (2) furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K:

·      Dynegy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed on March 14, 2013;

·      Dynegy’s  Definitive Proxy Statement on Schedule 14A, filed on April 4, 2013;

·      Dynegy’s Definitive Additional Materials on Schedule 14A, filed on April 4, 2013;

·      Dynegy’s Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2013, filed on May 2, 2013 and for the quarterly period ended June 30, 2013, filed on August 1, 2013; and

·      Dynegy’s Current Reports on Form 8-K filed October 4, 2012, January 7, 2013, January 16, 2013, January 22, 2013, February 12, 2013, March 15, 2013, March 19, 2013, March 22, 2013, April 24, 2013, May 21, 2013, May 22, 2013 and August 1, 2013 (to the extent such reports are filed).

Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

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Any person, including any beneficial owner, to whom this prospectus is delivered may request copies of this prospectus and any of the documents incorporated by reference in this prospectus, without charge, by written or oral request directed to Dynegy Inc., Attention: Investor Relations Department, 601 Travis, Suite 1400, Houston, Texas 77002, telephone (713) 507-6400, on the “Investor Relations” section of our website at http://www.dynegy.com or from the SEC through the SEC’s website at the web address provided under the heading “Where You Can Find More Information.” Documents incorporated by reference are available without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference into those documents.

Except for the documents incorporated by reference as noted above, we do not intend to incorporate into this prospectus any of the information included on our website.

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PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere in this prospectus. It does not contain all the information that may be important to you in making an investment decision.  You should read this entire prospectus carefully, including the documents incorporated by reference herein and annexed hereto, which are described under “Incorporation by Reference of Certain Documents,” “Where You Can Find Additional Information”and “Annex A: Financial Statements Relating to AER”. You should also carefully consider, among other things, the matters discussed in the section titled “Risk Factors.”  In this prospectus, unless the context requires otherwise, references to “the Company,” “the Issuer,” “we,” “our,” or “us” refer to Dynegy and its consolidated subsidiaries, and references to our “common stock” refer to the common stock of Dynegy.

Our Business

We began operations in 1984 and became incorporated in the State of Delaware in 2007. We are a holding company and conduct substantially all of our business operations through our subsidiaries. Our primary business is the production and sale of electric energy, capacity and ancillary services from our fleet of twelve operating power plants in six states totaling approximately 9,800 megawatts of generating capacity, which excludes the 1,700 megawatts of generating capacity of our Dynegy Northeast segment (“DNE”) generation facilities that were deconsolidated effective October 1, 2012, and have been sold or are under agreement to be sold.

We sell electric energy, capacity and ancillary services on a wholesale basis from our power generation facilities. Wholesale electricity customers will, for reliability reasons and to meet regulatory requirements, contract for rights to capacity from generating units. Ancillary services are the products of a power generation facility that support the transmission grid operation, follow real-time changes in load and provide emergency reserves for major changes to the balance of generation and load. We sell these products individually or in combination to our customers under short-, medium- and long-term agreements.

We do business with a wide range of customers, including: regional transmission organizations (“RTOs”) and independent system operators (“ISOs”), integrated utilities, municipalities, electric cooperatives, transmission and distribution utilities, industrial customers, power marketers, financial participants such as banks and hedge funds, other power generators and commercial end-users. All of our products are sold on a wholesale basis for various lengths of time, from hourly to multi-year transactions. Some of our customers, such as municipalities or integrated utilities, purchase our products for resale in order to serve their retail, commercial and industrial customers. Other customers, such as some power marketers, may buy from us to serve their own wholesale or retail customers or as a hedge against power sales they have made.

Recent Events

Refinancing

On April 23, 2013 we entered into a new $1.775 billion senior secured credit facility. The new credit facility is comprised of (i) a $500 million seven-year senior secured term loan B facility (the “B-1 Term Loan”), (ii) an $800 million seven-year senior secured term loan B facility (the “B-2 Term Loan” and, together with the B-1 Term Loan, the “Term Facilities”) and (iii) a $475 million five-year senior secured revolving credit facility (the “Revolving Facility”, and collectively with the Term Facilities, the “Credit Agreement”). Borrowings under the Credit Agreement, together with a portion of Dynegy’s cash on hand, were used to repay in full and terminate commitments under the: (i) Dynegy Power, LLC (“GasCo”) Credit Agreement, dated as of August 5, 2011, (ii) GasCo Revolving Credit Agreement, dated as of January 16, 2013, (iii) Dynegy Midwest Generation, LLC (“CoalCo”) Credit Agreement, dated as of August 5, 2011, (iv) GasCo Letter of Credit Reimbursement and Collateral Agreement, dated as of August 5, 2011, (v) CoalCo Letter of Credit Reimbursement and Collateral Agreement, dated as of August 5, 2011, (vi) Dynegy Letter of Credit Reimbursement and Collateral Agreement, dated as of August 5, 2011 and (vii) Dynegy Letter of Credit Agreement, dated as of October 17, 2011 (collectively, the “Terminated Facilities”).

Bond Offering

On May 15, 2013, we and the Subsidiary Guarantors (as defined below) entered into an agreement to issue and sell to Morgan Stanley & Co. LLC (“Morgan Stanley) and Credit Suisse Securities (USA) LLC (“Credit Suisse”), as representatives of certain initial purchasers, $500 million in aggregate principal amount of new 5.875% senior notes due 2023 (the “Senior Notes”) in a private placement transaction pursuant to an exemption from the registration requirements of the Securities Act (the “Notes Offering”).  On May 20, 2013 (the “Closing Date”), we and our current and future wholly-owned domestic subsidiaries (the “Subsidiary Guarantors”) entered into an indenture (the “Indenture”) pursuant to which we issued the Senior Notes at par. The Senior Notes bear interest at a rate of 5.875 percent per annum and mature on June 1, 2023. Interest is payable semiannually in cash on June 1 and December 1 of each year, beginning December 1, 2013, to persons who are the registered holders of the Senior Notes at the close of business on the immediately preceding May 15 and November 15, respectively. In connection with the Notes Offering, we and the Subsidiary Guarantors entered into a registration rights agreement with Morgan Stanley and Credit Suisse pursuant to which we and the Subsidiary Guarantors agreed to use commercially reasonable efforts to register with the SEC a new issue of senior notes due 2023 having substantially identical terms as the Senior Notes (except for the provisions relating to the transfer restrictions and payment of special interest) as part of an offer to exchange freely tradable exchange notes for the Senior Notes. We have agreed to use commercially reasonable efforts to (i) cause a registration statement relating to such exchange offer to be declared effective within 360 days after the Closing Date and (ii) if required under certain circumstances, file a shelf registration statement with the SEC covering resales of the Senior Notes.

AER Acquisition

                On March 14, 2013, we entered into a definitive agreement by and between Ameren Corporation (“Ameren”) and Illinois Power Holdings, LLC, a newly-formed, wholly-owned subsidiary of Dynegy (“IPH”) to acquire Ameren Energy Resources Company, LLC (or, following a pre-closing reorganization contemplated by Ameren, a successor thereto) (“AER”) and its subsidiaries, Ameren Energy Generating Company (“Genco”), Ameren Energy Resources Generating Company (“AERG”) and Ameren Energy Marketing Company (“AEM”) from Ameren (the “AER Acquisition”).  The AER Acquisition will add 4,119 MW of generation to our portfolio in Illinois through the Duck Creek, Coffeen, E.D. Edwards, Newton, and Joppa plants and also includes AER’s marketing and retail businesses.  Upon closing, we will own more than 8,000 MW of generating capacity in Illinois, and nearly 14,000 MW nationally. There is no cash consideration or stock issuance as part of the purchase price for the AER Acquisition. Genco’s $825 million debt will remain outstanding at Genco. The AER Acquisition remains subject to certain closing conditions and the receipt of regulatory approvals. In April 2013, Dynegy and AER filed their application with FERC and on July 26, 2013 FERC requested additional information. In early August 2013, Dynegy and AER responded to FERC’s request for additional information. Further on June 6, 2013, the IPCB rejected, on procedural grounds, AER’s and IPH’s motion to transfer variance relief from Illinois’ Multi-Pollutant Standard.  The IPCB indicated that IPH may file a request for variance relief on its own behalf. IPH and AER are pursuing such relief, and on July 22, 2013, IPH and certain co-petitioners filed their request for variance relief and a hearing was held on September 17, 2013. We expect to close the AER Acquisition in the fourth quarter of 2013.  Please see Annex A hereto for certain financial statements of AER.

DNE Bankruptcy Proceedings and Facilities Sale

Dynegy Northeast Generation, Inc. (“Northeast Generation”), Hudson Power, L.L.C. (“Hudson”), Danskammer and Dynegy Roseton, L.L.C. (“Roseton” and, together with Northeast Generation, Hudson and Danskammer the “DNE Debtor Entities”) remain in Chapter 11 bankruptcy and continue to operate their businesses as “debtors-in-possession.” As a result, we deconsolidated the DNE Debtor Entities, which include two facilities totaling approximately 1,700 MW, effective October 1, 2012.  On December 14, 2012 the DNE Debtors filed a Chapter 11 Joint Plan of Liquidation (the “DNE Debtor Entities Joint Plan of Liquidation”) and a related disclosure statement with the United States Court for the Southern District of New York, Poughkeepsie Division (the “Bankruptcy Court”). On March 15, 2013, the Bankruptcy Court entered an order confirming the DNE Debtor Entities’ Joint Plan of Liquidation (the “DNE Confirmation Order”). The DNE Confirmation Order and the Bankruptcy Court’s prior approval of the agreements to sell the Danskammer and Roseton facilities (the “Danskammer APA” and the “Roseton APA,” respectively) for a combined cash purchase price of $23 million and the assumption of certain liabilities (the “Facilities Sale Transactions”). On April 30, 2013, we completed the sale of the Roseton facility. The Danskammer facility sale did not close by July 31, 2013 as ordered by the Bankruptcy Court and Danskammer has terminated its obligations under the original Danskammer APA.  Danskammer and its affiliated debtors actively marketed the Danskammer assets and a new purchaser was found.  On August 29, 2013, the Bankruptcy Court approved the sale of the Danskammer assets to a new purchaser at the same price and on terms similar to the original Danskammer APA.  The Danskammer facility sale is expected close upon the satisfaction of certain conditions and the receipt of regulatory approvals.

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Our Corporate Information

Our principal executive offices are located at 601 Travis, Suite 1400, Houston, Texas 77002. Our telephone number is (713) 507-6400 and we have a website accessible at www.dynegy.com. The information posted on our website is not incorporated into this prospectus and is not part of this prospectus.

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THE OFFERING

The number of shares to be outstanding after consummation of this offering is based on 100,030,967 shares of common stock outstanding as of October 1, 2013, which does not include 15,606,936 additional shares of common stock reserved for issuance upon the exercise of the Warrants at an exercise price of $40.00 per share that expire at 5:00 p.m. New York City time on October 2, 2017, and also does not include restricted stock units or options issued under the 2012 Dynegy Inc. Long Term Incentive Plan (the “Dynegy LTIP”) regardless of whether such units or options have vested.

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RISK FACTORS

Investing in our common stock involves risks including, without limitation, those set forth below. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods. If any of the risks described below or in any document incorporated by reference herein actually occurs, our business, financial condition and results of operations would likely suffer. In that event, the market price of our common stock could decline and investors in our common stock could lose all or part of their investment. You should carefully consider all of the information set forth in this prospectus and the documents incorporated by reference herein and annexed hereto, and, in particular, the risk factors described in Dynegy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, Dynegy’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 and in Dynegy’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed with the SEC, which are incorporated by reference into this prospectus, with your respective legal counsel, tax and financial advisors and/or accountants prior to purchasing our common stock.

Risks Related to Ownership of Our Common Stock

The resale of shares of our common stock offered may adversely affect the market price of our common stock and substantial sales of or trading in our common stock could occur in connection with emergence from bankruptcy, which could cause our stock price to be adversely affected.

At the time of our emergence from bankruptcy, we granted registration rights to the selling stockholder. The shares of our outstanding common stock held by the selling stockholder are registered for resale under the registration statement of which this prospectus forms a part. The selling stockholder, as of October 1, 2013, owned approximately 31% of our outstanding common stock (which includes 1,533,887 shares of common stock issuable upon exercise of the Warrants), all of which may be sold from time to time pursuant to the registration statement of which this prospectus forms a part.

On October 1, 2012, the date on which all conditions to the effectiveness contemplated under the Plan were satisfied or waived (the “Plan Effective Date”), we initiated the issuance of an aggregate of 100,000,000 shares to holders of our Old Common Stock and our former creditors. These shares were issued pursuant to Section 1145 of the Bankruptcy Code (“Section 1145”) and are freely tradable and may be sold in the public markets following our emergence from bankruptcy or thereafter from time to time, subject to certain limitations provided in Section 1145.

As of October 1, 2013, these shares may be sold under Rule 144 of the Securities Act (“Rule 144”), subject in the case of holders that are affiliates, to restrictions on volume and manner of sale.

Some of our former creditors or other investors who received shares of our new common stock in connection with the Plan had the ability to sell and may have sold our shares shortly after emergence from bankruptcy for any number of reasons. The sale of significant amounts of our new common stock or substantial trading in our new common stock or the perception in the market that substantial trading in our new common stock will occur may adversely affect the market price of our new common stock.

The market price of our common stock may be volatile, which could cause the value of your investment to decline.

The trading price of our common stock on the NYSE may fluctuate substantially. The price of our common stock that will prevail in the market after the sale of the shares of common stock by the selling stockholder may be higher or lower than the price you have paid.

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Numerous factors, including many over which we have no control, may have a significant impact on the market price of our common stock. These risks include those described or referred to in this “Risk Factors” section and in the other documents incorporated herein by reference as well as, among other things:

·      our operating and financial performance and prospects;

·      our access to financial and capital markets to issue debt or enter into new credit facilities;

·      investor perceptions of us and the industry and markets in which we operate;

·      future sales of equity or equity-related securities;

·      changes in earnings estimates or buy/sell recommendations by analysts; and

·      general financial, domestic, economic and other market conditions.

Our common stock is an equity interest and therefore subordinated to our indebtedness.

In the event of our liquidation, dissolution or winding up, our common stock would rank below all debt claims against us. As a result, holders of our common stock will not be entitled to receive any payment or other distribution of assets upon our liquidation, dissolution or winding up until after all of our obligations to our debt holders have been satisfied.

Certain holders of our common stock or Warrants may be restricted in their ability to transfer or sell their securities.

Our common stock and Warrants issued under the Plan are exempt from registration under Section 1145(a)(1) and they may be resold by the holders thereof without registration unless the holder is an “underwriter” with respect to such securities. Resales by persons who received our common stock or Warrants pursuant to the Plan that are deemed to be “underwriters” as defined in Section 1145(b) would not be exempted by Section 1145 from registration under the Securities Act, or other applicable law. Such persons would only be permitted to sell such securities without registration if they are able to comply with the provisions of Rule 144 under the Securities Act or another applicable exemption. See “Shares Eligible for Future Sales—Common Stock and Warrants Issued in Reliance on Section 1145.” However, pursuant to the Plan, each holder of an allowed general unsecured claim that was also a holder of 10% or more of the issued and outstanding shares on the Plan Effective Date had the right to become a party to a registration rights agreement which provides such holder with customary registration rights, including a customary shelf registration, with respect to any shares of our common stock it receives under the Plan. On the Plan Effective Date, Franklin Advisers, Inc. (“FAV”) was the only such holder. See footnote 2 to “Principal Stockholders” table.

Certain provisions of our corporate documents could delay or prevent a change of control, even if that change would be beneficial to stockholders, or could have a material negative impact on our business.

Certain provisions in our third amended and restated certificate of incorporation may have the effect of deterring transactions involving a change in control of us, including transactions in which stockholders might receive a premium for their shares.

Our third amended and restated certificate of incorporation provides for the issuance of up to 20,000,000 shares of preferred stock with such designations, rights and preferences as may be determined from time to time by our board of directors (the “Board”). The authorization of preferred shares empowers the Board, without further stockholder approval, to issue preferred shares with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of the common stock. If issued, the preferred stock could also dilute the holders of our common stock and could be used to discourage, delay or prevent a change of control of us.

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We do not currently anticipate paying cash dividends on our common stock in the foreseeable future.

We have paid no cash dividends on our common stock and have no current intention of doing so. Any future determination to pay cash dividends will be at the discretion of our Board, subject to applicable limitations under Delaware law, and will be dependent upon our results of operations, financial condition, contractual restrictions and other factors deemed relevant by our Board.

The ownership position of Franklin Advisers, Inc. limits other stockholders’ ability to influence corporate matters and could affect the price of our common stock.

As of October 1, 2013, FAV had sole voting power and sole dispositive power over approximately 31% of our outstanding common stock (the “FAV stock”). As a result, it, or any entity to which FAV sells the FAV stock, may be able to exercise significant control over matters requiring stockholder approval.  Further, because of its large ownership position, if FAV sells the FAV stock, it could depress our share price.

Risks Related to Our Business and Industry

Please see “Item 1A—Risk Factors” contained in Dynegy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, Dynegy’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 and Dynegy’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, which are incorporated by reference herein, for risk factors related to our business and industry.

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USE OF PROCEEDS

We will not receive any proceeds from the sale of our common stock by the selling stockholder. We will pay estimated transaction expenses of approximately $500 thousand in connection with this offering.

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MARKET FOR OUR COMMON STOCK

Our common stock is listed on the NYSE under the symbol “DYN” and has been trading since October 3, 2012. No prior established public trading market existed for our common stock prior to this date. The following table sets forth the per share high and low closing prices for our common stock as reported on the NYSE for the periods presented.

The closing price of our common stock on the NYSE on October 1, 2013 was $19.52 per share.

As of October 1, 2013 we had approximately 2,762 holders of record of our common stock, based on information provided by our transfer agent.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial information (the “Pro Forma Financial Information”) sets forth selected historical consolidated financial information for Dynegy. The historical data provided for the 2012 Predecessor and Successor periods, as defined below, and the six months ended June 30, 2013 are derived from our audited annual consolidated financial statements, and unaudited interim condensed consolidated financial statements, which have been incorporated by reference into this prospectus.

The unaudited pro forma condensed consolidated statements of operations are presented for the fiscal year ended December 31, 2012 and for the six months ended June 30, 2013.  The unaudited pro forma condensed consolidated balance sheet is presented as of June 30, 2013.

The Pro Forma Financial Information is provided for informational and illustrative purposes only and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes in Dynegy’s annual report on Form 10-K for the year ended December 31, 2012 and Dynegy’s quarterly report on Form 10-Q for the six months ended June 30, 2013, which have been incorporated by reference into this prospectus.

The pro forma adjustments, as described in the notes to the unaudited pro forma condensed consolidated financial statements, are based on currently available information.  Management believes such adjustments are reasonable, factually supportable and directly attributable to the following events and transactions:

·      Merger, DMG Transfer, and DMG Acquisition. On September 30, 2012, pursuant to our Plan of Reorganization (“the Plan”), Dynegy Holdings, LLC (“DH”) merged with and into Dynegy, with Dynegy continuing as the surviving legal entity (the “Merger”). The accounting treatment of the Merger was reflected as a recapitalization of DH and was accounted for similar to a reverse merger; therefore, DH is our accounting Predecessor.

On September 1, 2011, DH sold 100 percent of the outstanding membership interests of Dynegy Coal Holdco (“Coal Holdco”) to Legacy Dynegy (the “DMG Transfer”). On June 5, 2012, in connection with the execution of a settlement agreement entered into with certain of DH’s creditors, DH reacquired Coal Holdco from Legacy Dynegy (the “DMG Acquisition”). Therefore, the results of our Coal segment are only included in our 2012 Predecessor consolidated results for the period from June 6, 2012 through October 1, 2012.

·      Fresh-Start Accounting. On October 1, 2012, we consummated our reorganization under Chapter 11 pursuant to the Plan and we exited bankruptcy. Upon emergence, we applied fresh-start accounting to our consolidated financial statements. Fresh-start accounting required us to allocate the reorganization value to our assets and liabilities in a manner similar to that which is required using the acquisition method of accounting for a business combination. Under the provisions of fresh-start accounting, a new entity was created for financial reporting purposes. As such, our financial information for the Successor is presented on a basis different from, and is therefore not comparable to, our financial information for the Predecessor for the period ended and as of October 1, 2012.

·      AER Acquisition. On March 14, 2013, IPH, entered into a definitive agreement (the “AER Transaction Agreement”) with Ameren pursuant to which IPH will, subject to the terms and conditions in the AER Transaction Agreement, acquire from Ameren 100 percent of the equity interests of AER (or, following a pre-closing reorganization contemplated by Ameren, a successor thereto) for no cash or stock consideration.  AER and its subsidiaries consist of Ameren’s merchant generation and its wholesale and retail marketing business. Pursuant to the AER Transaction Agreement, IPH will indirectly acquire AER’s subsidiaries, including (i) Genco, (ii) AERG and (iii) AEM.

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The transaction does not include AER’s gas-fired power generation facilities: Elgin, Gibson City and Grand Tower (the “Put Assets”). Prior to signing the AER Transaction Agreement, AERG, Genco and Ameren Energy Medina Valley Cogen L.L.C. (“Medina Valley”), an affiliate of AER that IPH will not be acquiring in the transaction, entered into an amendment to a put option agreement (the “Put Option Agreement”), dated as of March 28, 2012, whereby the Put Assets will be sold by Genco, subject to approval by FERC, to Medina Valley for a minimum of $133 million (the “Put Transaction”). New appraisals will be obtained for the Put Assets prior to closing, and if the average value of the appraisals exceeds $133 million, any excess amount will be remitted to Genco. Further, in the event Ameren sells the Put Assets within two years of closing, Ameren will pay to Genco any after-tax proceeds in excess of $133 million, or the higher appraised value, if applicable. The minimum amount of $133 million is based on an average of three appraisals obtained in October 2012. The amount may increase as a result of new appraisals, but cannot be reduced.

The AER transaction Agreement includes customary representations, warranties and covenants by the parties.  The transaction is expected to close during the fourth quarter of 2013 and is subject to certain closing conditions, including (i) consummation of the Put Transaction under the Put Option Agreement, (ii) FERC Approval, (iii) approval of certain license transfers by the Federal Communications Commission, (iv) approval by the IPCB of the transfer of IPH of AER’s air variance, (v) no injunction or other orders preventing the consummation of the transactions under the AER Transaction Agreement, (vi) the continuing accuracy of each party’s representations and warranties and (vii) the satisfaction of other conditions.

In connection with the transaction, Ameren will retain certain historical obligations of AER and its subsidiaries, including certain historical environmental and tax liabilities.  Genco’s approximately $825 million of senior notes will remain outstanding as an obligation of Genco. The debt bears interest at rates from 6.30 percent to 7.95 percent and matures between 2018 and 2032.

In addition, Ameren is required at closing to ensure that a minimum of $85 million of cash, plus approximately $8 million for the proceeds of certain real estate sales, is available at AER and its subsidiaries, plus the proceeds of the Put Transaction described above.

Upon the effective date of the AER Transaction Agreement, we are required to record the assets and liabilities acquired in the AER Acquisition at their estimated fair values. We have not yet completed our analysis of the fair value of AER’s assets and liabilities given the complexities inherent in the valuation; therefore, the purchase price allocation used in the preparation of the unaudited pro forma condensed consolidated financial statements included herein should be considered preliminary.  Actual results could vary materially from the pro forma financial information. In addition, the adjustments related to the AER Acquisition do not reflect any of the synergies and cost reductions that may result from the AER Transaction Agreement.

In connection with the final purchase price allocation, we will perform a discounted cash flow analysis using market-quoted prices, internal forecasts, and market assumptions as of the date of acquisition.  As a result of performing this analysis, we expect that a portion of the value assigned to property, plant and equipment in these pro forma financial statements will be allocated to intangible assets and liabilities for contracts that are above or below the fair market value on the date of acquisition.  The fair values of these intangible assets and liabilities will be amortized through revenues or cost of sales over the life of the respective contract.  We have not yet completed this analysis and have therefore made simplifying assumptions for purposes of preparing the unaudited pro forma financial information included herein.

·      Credit Agreement. On April 23, 2013, Dynegy (the “Borrower”) entered into a $1.775 billion credit agreement that consists of (i) a $500 million seven-year senior secured term loan B facility (the “B-1 Term Loan”), (ii) an $800 million seven-year senior secured term loan B facility (the “B-2 Term Loan” and, together with the B-1 Term Loan, the “Term Facilities”) and (iii) a $475 million five-year senior secured revolving credit facility (the “Revolving Facility,” and collectively with the Term Facilities, the “Credit Agreement”). The Term Facilities were offered to investors below par with an original issue discount of 99.5. The Term Facilities bear interest at LIBOR plus 3.00 percent per annum with a one percent floor. The Term Facilities mature April 23, 2020 and will amortize in equal quarterly installments in aggregate annual amounts equal to 1.00 percent of the original principal amount with the balance payable on the maturity date. The Revolving Facility bears interest, initially, at LIBOR plus 2.75 percent per annum, with steps down based on a Senior Secured Leverage Ratio (as defined in the Credit Agreement) and matures April 23, 2018.  The Revolving Facility has a commitment fee of

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0.50 percent on the unutilized portion of the facility, with steps down based on a Senior Secured Leverage Ratio.  The commitment fees are due and payable quarterly in arrears.

Borrowings under the Credit Agreement, together with a portion of our cash on hand, were used to repay in full and terminate commitments under all of our previously held credit agreements. As a result of repaying and terminating these credit agreements, all of the restricted cash on hand was released. None of the borrowings under the Credit Agreement are classified as restricted cash.

·      Senior Notes. On May 20, 2013, Dynegy and the Subsidiary Guarantors entered into the Indenture pursuant to which Dynegy issued the Senior Notes at par.  The Senior Notes bear interest at a rate of 5.875 percent per annum.  The Senior Notes mature on June 1, 2023.

Borrowings under the Senior Notes were used to repay in full and terminate commitments under the B-1 Term Loan.

The unaudited pro forma condensed consolidated financial statements are presented for informational purposes only and are not necessarily indicative of the operating results or financial position that would have occurred had the transactions described above occurred on January 1, 2012, in the case of the unaudited pro forma condensed consolidated statements of operations, or on June 30, 2013, in the case of the unaudited pro forma condensed consolidated balance sheet,  nor are they necessarily indicative of future operating results or financial position.

Pro Forma Financial Information Unaudited Pro Forma Condensed Consolidated Statement of Operations

The following Pro Forma Financial Information was prepared by applying adjustments to historical consolidated financial statements. These adjustments give effect to the Plan and fresh-start accounting, Credit Agreement, Senior Notes and AER Transaction Agreement, reflecting our post-emergence financial statements as if the emergence date had occurred and the Credit Agreement, Senior Notes and AER Transaction Agreement had been completed on January 1, 2012.

Dynegy Transactions

In the discussion below, we have included a discussion of the significant items resulting in adjustments included in the Dynegy Transactions column in the pro forma statement of operations:

·      DMG Transfer/Merger As discussed above, the results of our Coal segment are not included in our historical results between September 1, 2011, the date of the DMG Transfer, and June 5, 2012, the date of the DMG Acquisition. The DMG Transfer adjustments included in the unaudited pro forma condensed consolidated statements of operations add back the results of our Coal segment for the period from January 1, 2012 through June 5, 2012.  Accordingly, the results of our Coal segment are included for all periods presented.

·      Fresh-Start Adjustments The fresh-start adjustments included in the unaudited pro forma condensed consolidated statements of operations remove the effects of the fresh-start adjustments as if fresh-start accounting had been applied effective January 1, 2012, including (i) the effects of implementing the Plan; (ii) the amortization of intangible assets and liabilities that were established with the application of fresh-start accounting; and (iii) the change in depreciation expense as a result of adjusting property, plant and equipment to its estimated fair value in connection with the application of fresh-start accounting.

The impact of the above items and discussion of additional pro forma adjustments are included in the notes to the unaudited pro forma condensed consolidated statements of operations.

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DYNEGY INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

See accompanying notes to the unaudited pro forma condensed consolidated financial statements

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DYNEGY INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

See accompanying notes to the unaudited pro forma condensed consolidated financial statements

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(a)         Represents our unaudited consolidated statement of operations for the period indicated as reported in the Dynegy Form 10-Q for the period ended June 30, 2013, as filed with the SEC on August 1, 2013 and incorporated by reference herein.

(b)         Represents AER’s unaudited consolidated statement of operations for the period ended June 30, 2013 as included at Annex A to this prospectus.  Certain reclassifications have been made to the historical presentation in order to conform to Dynegy’s presentation.

(c)          Represents the removal of $4 million of Dynegy’s Acquisition and integration costs due to the AER Transaction Agreement.

(d)         Removes Dynegy’s Bankruptcy reorganization items, net incurred during the period presented.

(e)          Represents the adjustments to reflect:

·                  The elimination of all historical interest expense associated with the DMG and DPC credit agreements that were repaid in connection with the execution of the Credit Agreement and all historical interest expense associated with the B-1Term Loan that was repaid in connection with the execution of the Senior Notes;

·                  The addition of interest expense associated with the B-2 Term Loan and Senior Notes as if this debt had been issued on January 1, 2012; and

·                  The elimination of the loss on extinguishment of debt incurred in 2013 in connection with the termination of the DPC and DMG credit agreements, the DPC Revolving Credit Agreement and the B-1 Term Loan.

(f)           The decrease in Revenues is comprised of the following:

·                  The elimination of $14 million of revenues associated with the Put Assets as these assets will not be acquired by Dynegy;

·                  The inclusion of $18 million in mark-to-market losses due to the elimination of AER’s cash flow hedge accounting as Dynegy will not elect to designate qualifying derivative instruments as cash flow hedges subsequent to the completion of the acquisition.  Eliminating cash flow hedge accounting results in the changes in the value of derivatives being recorded through Revenue instead of through Accumulated other comprehensive income; and

·                  The inclusion of $14 million of amortization expense related to intangible assets for power sales contracts.

(g)          Removes $14 million in Cost of sales associated with the Put Assets as they will not be acquired by Dynegy.

(h)         Represents the adjustment to reflect:

·                  The reclassification of $14 million of allocated corporate costs to General and administrative expense to conform to Dynegy’s policy.  AER classifies allocated corporate costs as Operating and maintenance expense and Dynegy classifies these costs as General and administrative expense; and

·                  The removal of $6 million in Operating and maintenance expense associated with the Put Assets as they will not be acquired by Dynegy.

(i)             Represents the adjustment to reflect:

·                  The effect of the purchase accounting adjustments, which decreased depreciation expense by $33 million due to the $1.971 billion reduction of property, plant and equipment with an estimated average useful life of 30 years (as discussed in note (h) to the unaudited pro forma condensed consolidated balance sheet included herein);

·                  The elimination of $4 million of depreciation expense related to the Put Assets as they will not be acquired by Dynegy; and

·                  The removal of $1 million in depreciation expense associated with accretion expense for the asset retirement obligations of the Hutsonville and Meredosia plants being retained by Ameren.

(j)            Reflects adjustment to eliminate impairments recognized by AER as the impairments relate to the Put Assets which are not being acquired by Dynegy.

(k)         Reflects the reclassification of $14 million of allocated corporate costs as discussed in (h) above.

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(l)             Represents the adjustment to interest expense to eliminate interest associated with intercompany notes and money pool borrowings as these will be settled prior to closing the AER transaction, partially offset by the impact of adjusting AER’s $825 million in senior notes to their estimated fair value of $663 million as of June 30, 2013, resulting in increased amortization of the discount through interest expense.

(m)     Eliminates the income tax benefit recorded by Ameren.  Dynegy’s net deferred tax assets are fully reserved.  For purposes of the unaudited pro forma condensed consolidated statements of operations, Dynegy has assumed any change in our net deferred taxes would be offset by changes in the valuation allowance.

(n)         Represents the net gain or loss attributable to non-controlling interest for pro forma adjustments related to depreciation expense for EEI’s property, plant and equipment.

(o)         Represents our consolidated statement of operations for the period indicated as reported in the Dynegy Form 10-K for the period ended December 31, 2012, as filed with the SEC on March 14, 2013 and incorporated by reference herein.

(p)         Represents AER’s audited consolidated statement of operations for the year ended December 31, 2012 as included at Annex A to this prospectus. Certain reclassifications have been made to the historical presentation in order to conform to Dynegy’s presentation.

(q)         Represents the effect of the DMG Transfer, which increased Revenues by $230 million, partially offset by a decrease in Revenues of $69 million due to the amortization of intangible assets and liabilities related to capacity contracts, energy contracts and tolling agreements as a result of the application of fresh-start accounting.

(r)            Represents (i) the effect of the DMG Transfer, which increased Cost of sales by $132 million, and (ii) the effect of fresh-start adjustments, which increased Cost of sales by $32 million due to the amortization of intangible assets and liabilities related to coal and transportation contracts.

(s)           Represents the effect of the DMG Transfer, which increased Operating and maintenance expense by $69 million, partially offset by $2 million in fresh-start adjustments due to the reduction of other postretirement employee benefit and pension expense.

(t)            Represents a $99 million decrease in depreciation expense due to a reduction in the value of property, plant and equipment as a result of the application of fresh-start accounting partially offset by a $78 million increase in depreciation expense to include the effect of the DMG Transfer.

(u)         Represents the effect of the DMG Transfer, which increased General and administrative expenses by $14 million partially offset by a decrease of $1 million due to the reduction of other postretirement employee benefit and pension expense as a result of the application of fresh-start accounting.

(v)         In connection with the DMG Acquisition, Dynegy recorded an impairment of the Undertaking receivable, affiliate that was established in connection with the DMG Transfer.  As the pro forma statement of operations assumes the DMG Transfer never occurred, the impairment of the Undertaking receivable, affiliate has been eliminated.

(w)       Removes the interest income associated with the Undertaking receivable, affiliate.

(x)         Dynegy’s net deferred tax assets were fully reserved as of December 31, 2012. Therefore, there is no tax impact related to the pro forma adjustments as we have assumed any changes to our net deferred taxes would be offset by changes in the valuation allowance.

(y)         The decrease in Revenues is comprised of the following:

·                  The elimination of $58 million of revenues associated with the Put Assets as these assets will not be acquired by Dynegy;

·                  The inclusion of $159 million in mark-to-market losses due to the elimination of AER’s cash flow hedge accounting as Dynegy does not plan to elect to designate qualifying derivative instruments as cash flow hedges subsequent to the completion of the acquisition.  Eliminating cash flow hedge accounting results in the changes in the value of the derivatives being recorded through Revenue instead of through Accumulated other comprehensive income; and

·                  The inclusion of $27 million of amortization expense related to intangible assets for power sales contracts.

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(z)          Removes the $40 million in Cost of sales associated with the Put Assets as they will not be acquired by Dynegy.

(aa)  Represents the adjustment to reflect:

·                  The reclassification of $44 million of allocated corporate costs to conform to Dynegy’s policy.  AER classifies allocated corporate costs as Operating and maintenance expense and Dynegy classifies these costs as General and administrative expense; and

·                  The removal of $9 million in Operating and maintenance expense associated with the Put Assets as they will not be acquired by Dynegy.

(bb)  Represents the adjustment to reflect:

·                  The effect of the purchase accounting adjustments, which decreased depreciation expense by $66 million due to the $1.971 billion reduction of property, plant and equipment (as discussed in note (h) to the unaudited pro forma condensed consolidated balance sheet included herein);

·                  The elimination of $21 million in depreciation expense related to the Put Assets as they will not be acquired by Dynegy; and

·                  The removal of $2 million in depreciation expense associated with accretion expense for the asset retirement obligations of the Hutsonville and Meredosia plants being retained by Ameren.

(cc)    Reflects the reclassification of $44 million of allocated corporate costs as discussed in (aa) above.

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Pro Forma Financial Information— Unaudited Pro Forma Condensed Consolidated Balance Sheet

The pro forma unaudited condensed consolidated balance sheet was prepared by applying adjustments to historical consolidated financial statements. These adjustments give effect to the AER Transaction Agreement as if the AER Transaction Agreement had been completed on June 30, 2013.  The impact of each of these adjustments is more fully described within the notes to the unaudited pro forma condensed consolidated balance sheet.

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DYNEGY INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

See accompanying notes to the unaudited pro forma condensed consolidated financial statements

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(a)         Represents our unaudited condensed consolidated balance sheet as reported in our Form 10-Q for the period ended June 30, 2013, as filed with the SEC on August 1, 2013 and incorporated by reference herein.

(b)         Represents AER’s unaudited consolidated balance sheet for the period ended June 30, 2013, as included at Annex A to this prospectus. Certain reclassifications have been made to the historical presentation in order to conform to Dynegy’s presentation.

(c)          Adjusts the cash acquired in the AER Transaction to the minimum amount required in accordance with the terms of the Transaction Agreement.

(d)         Represents the adjustment to reflect the elimination of all intercompany agreements and debt between AER, on the one hand, and Ameren and its affiliates, on the other hand, with the exception of certain agreements, such as supply obligations to Ameren Illinois Company, and a note from AER to Ameren relating to cash collateral that will remain outstanding at closing.  The adjustment also assumes the Genco money pool advance of $152 million will be cash-settled prior to Dynegy’s acquisition of AER.  Of the surviving amounts, $95 million is included in Accounts payable and $29 million is included in Other long-term liabilities as discussed in (o) below.

(e)          Represents the impact to conform the financial statement presentation of derivatives, reducing the balance by $65 million.  AER presents its derivatives on a gross basis, while Dynegy presents its derivatives on a net basis.

(f)           Represents the adjustments to reflect the current and non-current portion of intangible assets related to non-derivative, retail power sales contracts.

(g)          Represents the adjustment to reflect the completion of the sale of the Put Assets.

(h)         Represents the adjustments made to reflect Property, Plant and Equipment at its estimated fair value.

(i)             Represents the adjustments to reflect:

·                  A $26 million reduction to conform the financial statement presentation of derivative assets and liabilities. AER presents its derivatives on a gross basis and classifies its long-term derivative assets within Other long-term assets while Dynegy presents its derivatives on a net basis and classifies its long-term derivative assets within Assets from risk management activities.  The adjustment increased Assets from risk-management activities and decreased Other long-term assets by $26 million.  The adjustment to Assets from risk management activities was partially offset by $3 million to present derivatives on a net basis.

·                  The adjustment to Other long-term assets to eliminate $5 million of unamortized debt issuance costs.

(j)            Represents the adjustments to reflect the removal of assets and liabilities not being acquired by Dynegy, which decreased Accrued liabilities and other current liabilities by $6 million due to the elimination of the current portion of AER’s Genco tax payable to Ameren Illinois Company.

(k)         Eliminates the deferred income taxes recorded by Ameren. Dynegy’s net deferred tax assets are fully reserved.  For purposes of this unaudited pro forma condensed consolidated balance sheet, Dynegy has assumed any change in our net deferred taxes would be offset by changes in the valuation allowance.

(l)             Represents the adjustment to remove Genco’s tax payable to Ameren Illinois Company, which will be eliminated upon consummation of the AER Transaction.

(m)     Represents the amount required to adjust Genco’s $825 million of senior notes to their June 30, 2013 estimated fair value of $663 million.

(n)   The adjustment conforms the financial statement presentation of derivative assets and liabilities as discussed in (i) above.  The adjustment includes an increase of $19 million due to reclassifying risk management liabilities out of Other long-term liabilities, partially offset by $3 million to present derivatives on a net basis.

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(o)         Represents the adjustments to reflect:

·                  The removal of the $27 million of asset retirement obligations for the Hutsonville and Meredosia plants that will be retained by Ameren;

·                  The elimination of $12 million related to uncertain tax position liabilities, which will be retained by Ameren;

·                  A $19 million reclassification of AER’s derivative liabilities to Liabilities from risk management activities to conform to Dynegy’s financial statement presentation as discussed in (i) and (n) above; and

·                  An increase of $29 million related to a note payable to be issued to Ameren at closing related to collateral support they are required to provide for the two-year period following the closing of the AER Transaction.

(p)         Represents the elimination of AER’s historical equity balances.

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DIVIDEND POLICY

We have paid no cash dividends on our common stock and have no current intention of doing so. Any future determination to pay cash dividends will be at the discretion of our Board, subject to applicable limitations under Delaware law, and will be dependent upon our results of operations, financial condition, contractual restrictions and other factors deemed relevant by our Board.

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MANAGEMENT

Board of Directors

Set forth below are the name, age, position and a description of the business experience and certain other past and present directorships of each of our directors as of October 2, 2013.

Pat Wood III became a member of our Board on October 1, 2012.  Mr. Wood is serving as the Board’s non-executive Chairman and has served as a principal of Wood3 Resources, an energy infrastructure developer, since July 2005. From 2001 until July 2005, Mr. Wood served as chairman of the Federal Energy Regulatory Commission.  From 1995 until 2001, he chaired the Public Utility Commission of Texas. Prior to 1995, Mr. Wood was an attorney with Baker & Botts, a global law firm, and an associate project engineer with Arco Indonesia, an oil and gas company, in Jakarta. Mr. Wood currently also serves on the boards of directors of Quanta Services Inc. and SunPower Corp.

Robert C. Flexon has served as the Company’s President and Chief Executive Officer since July 2011 and a director of the Company since June 2011. Prior to joining the Company, Mr. Flexon served as the Chief Financial Officer of UGI Corporation, a distributor and marketer of energy products and related services from February 2011 to July 2011. Mr. Flexon was the Chief Executive Officer of Foster Wheeler AG from June 2010 until October 2010 and the President and Chief Executive Officer of Foster Wheeler USA from November 2009 until May 2010. Prior to joining Foster Wheeler, Mr. Flexon was Executive Vice President and Chief Financial Officer of NRG Energy, Inc. from February 2009 until November 2009. Mr. Flexon previously served as Executive Vice President and Chief Operating Officer of NRG Energy from March 2008 until February 2009 and as its Executive Vice President and Chief Financial Officer from 2004 to March 2008. Prior to joining NRG Energy, Mr. Flexon held executive positions with Hercules, Inc. and various key positions, including General Auditor, with Atlantic Richfield Company. Mr. Flexon served on the board of directors of Foster Wheeler from 2006 until 2009 and from May 2010 until October 2010.

Hilary E. Ackermann became a member of our Board on October 1, 2012.  Ms. Ackermann was Chief Risk Officer with Goldman Sachs Bank USA from October 2008 to 2011. In this role, she managed Credit, Market and Operational Risk for Goldman Sach’s commercial bank; developed the bank’s risk management infrastructure including policies and procedures and processes; maintained ongoing relationship with bank regulators including New York Fed, NY State Banking Department and the FDIC; chaired Operational risk, Credit risk and Middle Market Loan Committees; served as Vice Chair of Bank Risk Committee; was a member of Community Investment, Business Standards and New Activities Committees; was a member of GS Group level Credit Policy and Capital Committees; and chaired GS Group level Operational Risk Committee. Ms. Ackermann served as Managing Director, Credit Department of Goldman, Sachs & Co. from January 2002 until October 2008, as VP, Credit Department from 1989 to 2001, and as an Associate in the Credit Department from 1985 to 1988. Prior to joining Goldman, Sachs, Ms. Ackermann served as Assistant Department Head of Swiss Bank Corporation from 1981 until 1985.

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Paul M. Barbas became a member of our Board on October 1, 2012.  Prior to joining the Company, Mr. Barbas was President and Chief Executive Officer of DPL Inc. and its principal subsidiary, The Dayton Power and Light Company (DP&L), from October 2006 until December 2011. He also served on the board of directors of DPL Inc. and DP&L. He previously served as Executive Vice President and Chief Operating Officer of Chesapeake Utilities Corporation, a diversified utility company engaged in natural gas distribution, transmission and marketing, propane gas distribution and wholesale marketing and other related services from 2005 until October 2006, as Executive Vice President from 2004 until 2005, and as President of Chesapeake Service Company and Vice President of Chesapeake Utilities Corporation, from 2003 until 2004. From 2001 until 2003, he was Executive Vice President of Allegheny Power, responsible for the operational and strategic functions of a $2.7 billion company serving 1.6 million customers with 3,200 employees. He joined Allegheny Energy in 1999 as President of its Ventures unit. Mr. Barbas currently also serves on the board of directors of Pepco Holdings Inc.

Richard Lee Kuersteiner became a member of our Board on October 1, 2012.  Mr. Kuersteiner was a member of the Franklin Templeton Investments legal department in San Mateo, California from 1990 until May 2012. Mr. Kuersteiner has a strong interest in good corporate governance practices and is a long-standing member of the Stanford Institutional Investors Forum. At Franklin he served in various capacities including as Associate General Counsel and Director of Restructuring and Managing Corporate Counsel. For many years he also was an officer of virtually all of the Franklin, Templeton and Mutual Series funds. In February 2010 when R H Donnelley Corporation emerged from Chapter 11 bankruptcy as Dex One Corporation, he joined its board of directors and is currently a member of the Audit and Finance Committee, the Compensation and Benefits Committee and Chair of the Corporate Governance Committee. Additionally, Mr. Kuersteiner is a director of each of the nine wholly-owned Dex One subsidiaries.

Jeffrey S. Stein became a member of our Board on October 1, 2012.  Mr. Stein is a Co-Founder and Managing Partner of Power Capital Partners LLC a private equity firm founded in January 2011. Mr. Stein is an investment professional with over 19 years of experience in the high yield, distressed debt and special situations asset class who has substantial experience investing in the merchant power and regulated electric utility industries. He has invested in numerous power companies representing a broad array of power plants diversified by fuel source, position on the dispatch curve, geographic location and technology. In addition, Mr. Stein has been actively involved in the hedging, refinancing, restructuring and sale of various power assets. Previously Mr. Stein was a Co-Founder and Principal of Durham Asset Management LLC, a global event-driven distressed debt and special situations asset management firm. From January 2003 through December 2009, Mr. Stein served as the Co-Director of Research at Durham responsible for the identification, evaluation and management of investments for the various Durham portfolios. From July 1997 to December 2002, Mr. Stein was a Director at The Delaware Bay Company, Inc. From September 1991 to August 1995, Mr. Stein was an Associate at Shearson Lehman Brothers in the Capital Preservation & Restructuring Group. Mr. Stein currently serves on the boards of Directors of Granite Ridge Holdings, LLC, and US Power Generating Company. Mr. Stein previously served as a member of the board of directors of KGen Power Corporation.

John R. Sult became a member of our Board on October 1, 2012.  Mr. Sult has served as Executive Vice President and Chief Financial Officer of Marathon Oil Corporation since September 2013. He was Executive Vice President and Chief Financial Officer of El Paso Corporation from March 2010 until May 2012. He previously served as Senior Vice President and Chief Financial Officer from November 2009 until March 2010, and as Senior Vice President and Controller from November 2005 until November 2009. Mr. Sult served as Executive Vice President and Chief Financial Officer and director of El Paso Pipeline GP Company, L.L.C. from July 2010 until May 2012, as Senior Vice President and Chief Financial Officer from November 2009 until July 2010, and as Senior Vice President, Chief Financial Officer and Controller from August 2007 until November 2009. Mr. Sult also served as Chief Accounting Officer of El Paso Corporation and as Senior Vice President, Chief Financial Officer and Controller of El Paso’s Pipeline Group from November 2005 to November 2009. Prior to joining El Paso, Mr. Sult served as Vice President and Controller of Halliburton Energy Services from August 2004 until October 2005. Prior to joining Halliburton, Mr. Sult managed an independent consulting practice that provided a broad range of finance and accounting advisory services and assistance to public companies in the energy industry. Prior to private practice, Mr. Sult was an audit partner with Arthur Andersen

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LLP where he gained over 20 years of experience working with public and private companies in the energy industry. Mr. Sult currently serves on the private board of directors of Melior Technology Inc.

Executive Officers

The following table sets forth the name and positions of our executive officers as of October 2, 2013, together with their ages and period of service with us.

The executive officers named above will serve in such capacities until the next annual meeting of our Board, or until their respective successors have been duly elected and qualified, or until their earlier death, resignation, disqualification or removal from office.

Robert C. Flexon has served as our President and Chief Executive Officer since July 2011 and a director of Dynegy since June 2011. Prior to joining Dynegy, Mr. Flexon served as the Chief Financial Officer of UGI Corporation, a distributor and marketer of energy products and related services since February 2011. Mr. Flexon was the Chief Executive Officer of Foster Wheeler AG from June 2010 until October 2010 and the President and Chief Executive Officer of Foster Wheeler USA from November 2009 until May 2010. Prior to joining Foster Wheeler, Mr. Flexon was Executive Vice President and Chief Financial Officer of NRG Energy, Inc. from February 2009 until November 2009. Mr. Flexon previously served as Executive Vice President and Chief Operating Officer of NRG Energy from March 2008 until February 2009 and as its Executive Vice President and Chief Financial Officer from 2004 to 2008. Prior to joining NRG Energy, Mr. Flexon held executive positions with Hercules, Inc. and various key positions, including General Auditor, with Atlantic Richfield Company. Mr. Flexon served on the board of directors of Foster Wheeler from 2006 until 2009 and from May 2010 until October 2010.

Clint C. Freeland has served as our Executive Vice President and Chief Financial Officer since July 2011. Mr. Freeland is responsible for our financial affairs, including finance and accounting, treasury, tax and banking and credit agency relationships. Prior to joining Dynegy, Mr. Freeland served as Senior Vice President, Strategy & Financial Structure of NRG Energy since February 2009. Mr. Freeland served as NRG Energy’s Senior Vice President and Chief Financial Officer from February 2008 to February 2009 and its Vice President

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and Treasurer from April 2006 to February 2008. Prior to joining NRG, Mr. Freeland held various key financial roles within the energy sector.

Carolyn J. Burke has served as our Executive Vice President and Chief Administrative Officer since August 2011. Ms. Burke is responsible for managing key corporate functions including Information Technology, Human Resources, Investor Relations and communications. In addition, Ms. Burke oversees our cost savings initiative known as “PRIDE.” Prior to joining Dynegy, Ms. Burke served as Global Controller for J.P. Morgan’s Global Commodities business since March 2008. Ms. Burke served as NRG Energy’s Vice President and Corporate Controller from September 2006 to March 2008 and its Executive Director of Planning and Analysis from April 2004 to September 2006. Prior to joining NRG, Ms. Burke held various key financial roles at Yale University, the University of Pennsylvania and at Atlantic Richfield Company (now British Petroleum).

Catherine B. Callaway has served as our Executive Vice President and General Counsel since September 2011 and Chief Compliance Officer since June 2012. Ms. Callaway is responsible for managing all legal affairs, including legal services supporting Dynegy’s operational, commercial and corporate areas, as well as ethics and compliance. Prior to joining Dynegy, Ms. Callaway served as General Counsel for NRG Gulf Coast and Reliant Energy since August 2011. Ms. Callaway served as General Counsel for NRG Texas and Reliant Energy from August 2010 to August 2011 and as General Counsel for NRG Texas from November 2007 to August 2010. Prior to joining NRG, Ms. Callaway held various key legal roles at Calpine Corporation, Reliant Energy, The Coastal Corporation and Chevron.

Henry D. Jones began serving as our Executive Vice President and Chief Commercial Officer on April 1, 2013.  Mr. Jones is responsible for Dynegy’s commercial and asset management functions for its power generation business.  In addition, Mr. Jones leads a team that develops and executes both hedging and term contracting options for the entire fleet. He reports to Robert C. Flexon, Dynegy’s President and Chief Executive Officer, and serves on the executive management team.  Prior to joining Dynegy, Mr. Jones served as Managing Director, North American Power and Gas Sales, and Origination at Deutsche Bank since May 2010, and managed Deutsche Bank’s North American Power and Gas trading activity since August 2012. Prior to joining Deutsche Bank, Mr. Jones was the Chief Operating Officer and Head of Trading at EDF Trading North America from August 2009 to February 2010, Head of Electricity Trading at EDF Trading Markets Limited from August 2008 to July 2009, and Director of Renewable Fuels Trading from July 2007 to July 2008.

Mario E. Alonso has served as our Vice President, Strategic Development since June 2012 and is a member of Dynegy’s Executive Management Team.  Mr. Alonso is responsible for leading the Company’s strategic planning and corporate development activities.  Mr. Alonso most recently served as Vice President and Treasurer from July 2011 to June 2012.  He previously served as Vice President—Strategic Planning from December 2008 to July 2011 and as Managing Director—Strategic Planning from June 2007 to December 2008.  Prior to June 2007, Mr. Alonso served in various roles within the Company’s Strategic Planning and Treasury Departments.  Prior to joining Dynegy in 2001, Mr. Alonso was with Enron Corporation commencing in 1999.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information as of October 1, 2013 regarding the beneficial ownership of our common stock by:

·   each of our directors;

·   each of our named executive officers;

·   each holder of more than 5% of our outstanding shares of common stock; and

·   all of our directors and executive officers as a group.

Beneficial ownership for the purposes of this table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. Common stock subject to options and warrants that are currently exercisable or exercisable within 60 days of October 1, 2013 is deemed to be outstanding and beneficially owned by the person holding the options or warrants and common stock issuable upon vesting of restricted stock units that are vested or will vest within 60 days of October 1, 2013 is deemed to be outstanding and beneficially owned by the person holding the restricted stock units. These shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Percentage of beneficial ownership is based on 100,030,967 shares of common stock outstanding as of October 1, 2013. This reflects the shares issued on October 1, 2012 pursuant to the Plan. Except as disclosed in the footnotes to this table, we believe that each stockholder identified in the table possesses sole voting and investment power over all shares of common stock shown as beneficially owned by the stockholder.

All percentages and share amounts are approximate based on current information available to us. The information available to us may be incomplete.

Unless otherwise noted, the address for each person listed on the table is c/o Dynegy Inc., 601 Travis, Suite 1400, Houston, Texas 77002. The address for Franklin Advisers, Inc. is One Franklin Parkway,  San Mateo, California  94403.

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*    Less than 1%.

(1)         Shares shown in the table above include shares held in the beneficial owner’s name or jointly with others, or in the name of a bank, nominee or trustee for the beneficial owner’s account.

(2)         The number of shares is as of October 1, 2013 and includes 1,533,887 shares issuable on the exercise of the Warrants. Notwithstanding the foregoing, a holder may not exercise any Warrant if it would cause such holder’s beneficial ownership of our common stock and any other of our equity securities on parity (with respect to dividends) with such common stock (when aggregated with that of any of the holder’s affiliates) to require the prior permission (including the expiration of applicable waiting periods) of any governmental or regulatory authority applicable to us, unless we and such holder have made all filings and registrations with, and obtained such permission (including the expiration of any such waiting periods) from, any such governmental and regulatory authorities, as are necessary or advisable.

FAV, an indirectly wholly owned subsidiary of Franklin Resources, Inc. (“FRI”), is deemed to be the beneficial owner of these shares for purposes of Rule 13d-3 under the Exchange Act in its capacity as the investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940 and other accounts.  When an investment management contract (including a sub-advisory agreement) delegates to FAV investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, FRI treats FAV as having sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise. Accordingly, FAV reports for purposes of section 13(d) of the Exchange Act that it has sole investment discretion and voting authority over the securities covered by any such investment management agreement, unless otherwise specifically noted.

(3)         Includes 5,337 shares issuable upon the exercise of the Warrants, as well as 35,094 restricted stock units and 91,020 options, each granted pursuant to the Dynegy LTIP, which vest on October 31, 2013. As of October 1, 2013, Mr. Flexon has been granted 105,281 restricted stock units and 273,059 options pursuant to the Dynegy LTIP and vesting ratably over three years, with the first vesting period taking place on October 31, 2013. Mr. Flexon has also been granted 64,936 restricted stock units and 101,352 options pursuant to the Dynegy LTIP and vesting ratably over three years, with the first vesting period taking place on March 18, 2014.

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(4)         Includes 1,055 shares issuable on the exercise of the Warrants, as well as 9,025 restricted stock units and 23,405 options, each granted pursuant to the Dynegy LTIP, which vest on October 31, 2013. As of October 1, 2013, Mr. Freeland has been granted 27,073 restricted stock units and 70,215 options pursuant to the Dynegy LTIP and vesting ratably over three years, with the first vesting period taking place on October 31, 2013. Mr. Freeland has also been granted 21,646 restricted stock units and 33,784 options pursuant to the Dynegy LTIP and vesting ratably over three years, with the first vesting period taking place on March 18, 2014.

(5)         Includes 1,158 shares issuable on the exercise of the Warrants, as well as 9,025 restricted stock units and 23,405 options, each granted pursuant to the Dynegy LTIP, which vest on October 31, 2013. As of October 1, 2013, Ms. Callaway has been granted 27,073 restricted stock units, and 70,215 options pursuant to the Dynegy LTIP and vesting ratably over three years, with the first vesting period taking place on October 31, 2013. Ms. Callaway has also been granted 17,317 restricted stock units and 27,028 options pursuant to the Dynegy LTIP and vesting ratably over three years, with the first vesting period taking place on March 18, 2014.

(6)         Includes 1,016 shares issuable on the exercise of the Warrants, as well as 9,025 restricted stock units and 23,405 options, each granted pursuant to the Dynegy LTIP, which vest on October 31, 2013. As of October 1, 2013, Ms. Burke has been granted 27,073 restricted stock units, and 70,215 options pursuant to the Dynegy LTIP and vesting ratably over three years, with the first vesting period taking place on October 31, 2013. Ms. Burke also holds 16,234 restricted stock units and 25,338 options, each granted pursuant to the Dynegy LTIP and vesting ratably over three years, with the first vesting period taking place on March 18, 2014.

(7)         Includes 421 shares issuable on the exercise of the Warrants, as well as 1,357 restricted stock units and 3,520 options, each granted pursuant to the Dynegy LTIP, which vest on October 31, 2013. As of October 1, 2013, Mr. Alonso has been granted 4,071 restricted stock units, and 10,559 options pursuant to the Dynegy LTIP and vesting ratably over three years, with the first vesting period taking place on October 31, 2013. Mr. Alonso has also been granted 4,871 restricted stock units and 7,602 options pursuant to the Dynegy LTIP and vesting ratably over three years, with the first vesting period taking place on March 18, 2014. Mr. Alonso also holds 10,832 units of phantom stock, which are solely payable in cash.

(8)   Amount includes 5 shares issuable on the exercise of warrants. As of October 1, 2013, Mr. Jones has been granted 45,606 restricted stock units and 71,277 options pursuant to the Dynegy LTIP and vesting ratably over three years, with the first vesting period taking place on April 1, 2014.

(9)   As of October 1, 2013, Mr. Wood has been granted 7,068 restricted stock units pursuant to the Dynegy LTIP, which vest on May 21, 2014.

(10) As of October 1, 2013, Ms. Ackermann has been granted 4,039 restricted stock units pursuant to the Dynegy LTIP, which vest on May 21, 2014.

(11) As of October 1, 2013, Mr. Barbas has been granted 4,039 restricted stock units pursuant to the Dynegy LTIP, which vest on May 21, 2014.

(12)  As of October 1, 2013, 7,500 shares issuable upon the exercise of warrants. As of October 1, 2013, Mr. Kuersteiner has been granted 4,039 restricted stock units pursuant to the Dynegy LTIP, which vest on May 21, 2014.

(13) As of October 1, 2013, Mr. Sult has been granted 4,039 restricted stock units pursuant to the Dynegy LTIP, which vest on May 21, 2014.

(14) As of October 1, 2013, Mr. Stein has been granted 4,039 restricted stock units pursuant to the Dynegy LTIP, which vest on May 21, 2014.

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SELLING STOCKHOLDER

In connection with our Plan, we have filed with the SEC a registration statement on Form S-3 under the Securities Act, of which this prospectus forms a part, to register resales of certain shares of common stock that we issued in connection with our emergence from bankruptcy.

The common stock is being registered to permit public sales of the common stock by the selling stockholder. The selling stockholder may offer the common stock for resale from time to time pursuant to this prospectus. However, the selling stockholder is under no obligation to sell any of the common stock offered pursuant to this prospectus.

All information with respect to common stock ownership of the selling stockholder has been furnished by or on behalf of the selling stockholder and is as of October 1, 2013. We believe, based on information supplied by the selling stockholder, that except as may otherwise be indicated in the footnotes to the table below, the selling stockholder has sole voting and dispositive power with respect to the common stock reported as beneficially owned by it. Because the selling stockholder may sell all, part or none of the common stock it holds, no estimates can be given as to the number of shares of common stock that the selling stockholder will hold upon termination of any offering made hereby. In addition, the selling stockholder may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, the common stock it holds in transactions exempt from the registration requirements of the Securities Act after the date on which it provided the information set forth on the table below. For purposes of the table below, however, we have assumed that after termination of this offering, none of the shares of common stock offered by this prospectus will be held by the selling stockholder.

The following table sets forth the name of the selling stockholder, the number of shares of common stock beneficially owned by it as of October 1, 2013, the number of shares of common stock being offered by it, the number of shares of common stock the selling stockholder will beneficially own if it sells all of the common stock being registered and the selling stockholder’s percentage beneficial ownership of our total outstanding common stock if all of the common stock in the offering is sold. As used in this prospectus, “selling stockholder” includes the successors-in-interest, donees, transferees or others who may later hold the selling stockholder’s interests.

Except as provided in the footnotes to the following table and the section titled “Related Party Transactions and Material Relationships with Selling Stockholder,” the selling stockholder has not had any position with, held any office of or had any other material relationship with us or our affiliates during the past three years.

Beneficial ownership for the purposes of this table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. Common stock subject to options or issuable upon exercise of warrants that are currently exercisable or exercisable within 60 days of October 1, 2013 is deemed to be outstanding and beneficially owned by the person holding the options or warrants. These shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Percentage of beneficial ownership is based on 100,030,967 shares of common stock outstanding as of October 1, 2013. Except as disclosed in the footnotes to this table, we believe that the stockholder identified in the table below possesses sole voting and investment power over all shares of common stock shown as beneficially owned by the stockholder.

All percentages and share amounts are approximate based on current information available to us. The information available to us may be incomplete.

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*    Less than 1%.

(1)         Shares shown in the table above include shares held in the beneficial owner’s name or jointly with others, or in the name of a bank, nominee or trustee for the beneficial owner’s account.  The calculation of this percentage assumes the acquisition by the selling stockholder of all shares that may be acquired upon exercise of warrants to purchase shares of common stock.

(2)         The number of shares is as of October 1, 2013 and includes 1,533,887 shares issuable on the exercise of the Warrants. Notwithstanding the foregoing, a holder may not exercise any Warrant if it would cause such holder’s beneficial ownership of our common stock and any other of our equity securities on parity (with respect to dividends) with such common stock (when aggregated with that of any of the holder’s affiliates) to require the prior permission (including the expiration of applicable waiting periods) of any governmental or regulatory authority applicable to us, unless we and such holder have made all filings and registrations with, and obtained such permission (including the expiration of any such waiting periods) from, any such governmental and regulatory authorities, as are necessary or advisable.

FAV, an indirectly wholly owned subsidiary of FRI, is the beneficial owner of these shares for purposes of Rule 13d-3 under the Exchange Act in its capacity as the investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940 and other accounts.  When an investment management contract (including a sub-advisory agreement) delegates to FAV investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, FRI treats FAV as having sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise. Accordingly, FAV reports for purposes of section 13(d) of the Exchange Act that it has sole investment discretion and voting authority over the securities covered by any such investment management agreement, unless otherwise specifically noted.

Edward Perks is a natural person who serves as Senior Vice President of FAV and who, in that capacity, makes voting and investment decisions with respect to the shares deemed beneficially owned by FAV.  FAV’s address is One Franklin Parkway, San Mateo, California 94403.

FAV is not a broker-dealer.  Franklin/Templeton Distributors, Inc., Franklin Templeton Financial Services Corp. and Templeton/Franklin Investment Services, Inc. are registered broker-dealers that, together with FAV, are subsidiaries of FRI, but they do not beneficially own any of our shares.  The selling stockholder acquired the unsecured notes, lease guaranty claims and Old Common Stock, which it exchanged for the common stock and Warrants pursuant to the Plan, in the ordinary course of business and, at the time such notes, claims and Old Common Stock were acquired, the selling stockholder had no agreements, plans or understandings, either directly or indirectly, with any person to distribute them.

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RELATED PARTY TRANSACTIONS AND MATERIAL RELATIONSHIPS WITH THE SELLING STOCKHOLDER

Registration Rights Agreement. We entered into a registration rights agreement (the “Registration Rights Agreement”) with FAV. Pursuant to the Registration Rights Agreement, among other things, we are required to use reasonable best efforts to file within 90 days after the Plan Effective Date a registration statement on any permitted form that qualifies (the “Shelf”), and is available for, the resale of “Registrable Securities”, as defined below, with the SEC in accordance with and pursuant to Rule 415 promulgated under the Securities Act. Registrable Securities are shares of our common stock, par value $0.01 per share issued or issuable on or after the Plan Effective Date to any of the original parties to the Registration Rights Agreement, including, without limitation, upon the conversion of our outstanding Warrants, and any securities paid, issued or distributed in respect of any such new common stock, but excluding shares of common stock acquired in the open market after the Plan Effective Date.

At any time prior to the five year anniversary of the Plan Effective Date and from time to time after the later of (i) when the Shelf has been declared effective by the SEC and (ii) 210 days after the Plan Effective Date, any one or more holders of Registrable Securities (as defined in the Registration Rights Agreement) may request to sell all or any portion of their Registrable Securities in an underwritten offering, provided that such holder or holders will be entitled to make such demand only if the total offering price of the Registrable Securities to be sold in such offering is reasonably expected to exceed 5% of the market value of our then issued and outstanding common stock or the total offering price is reasonably expected to exceed $250 million. We are not obligated to effect more than two such underwritten offerings during any period of twelve consecutive months after the Plan Effective Date and are not obligated to effect such an underwritten offering within 120 days after the pricing of a previous underwritten offering. In addition, holders of Registrable Securities may request to sell all or any portion of their Registrable Securities in a non-underwritten offering by providing notice to the Company no later than two business days (or in certain circumstances five business days) prior to the expected date of such an offering, subject to certain exceptions provided for in the Registration Rights Agreement.

When we propose to offer shares in an underwritten offering whether for our own account or the account of others, holders of Registrable Securities will be entitled to request that their Registrable Securities be included in such offering, subject to specific exceptions.

The registration rights granted in the Registration Rights Agreement are subject to customary indemnification and contribution provisions, as well as customary restrictions such as minimums, blackout periods and, if a registration is for an underwritten offering, limitations on the number of shares to be included in the underwritten offering may be imposed by the managing underwriter. Registrable Securities shall cease to constitute Registrable Securities upon the earliest to occur of: (i) the date on which such securities are disposed of pursuant to an effective registration statement under the Securities Act; (ii) the date on which such securities are disposed of pursuant to Rule 144 (or any successor provision) promulgated under the Securities Act; (iii) with respect to the Registrable Securities held by any Holder (as defined in the Registration Rights Agreement), any time that such Holder Beneficially Owns (as defined in Rule 13d-3 under the Exchange Act) Registrable Securities representing less than 1% of the then outstanding new common stock and is permitted to sell such Registrable Securities under Rule 144(b)(1); and (iv) the date on which such securities cease to be outstanding.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement attached hereto as Exhibit 10.1.

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Pursuant to the Plan, our Board has seven members who were selected by a committee of representatives from certain creditor groups, including FAV and certain of its clients. Mr. Kuersteiner, one of the directors that the committee selected, was a former employee of FRI. Mr. Kuersteiner is no longer affiliated with FRI or the Franklin Entities and is not their representative on our Board.

Starting on the Plan Effective Date and in accordance with the terms of the Plan, former creditors received distributions of our new common stock as well as a cash payment. The former holders of the Old Common Stock also received distributions of new common stock and the Warrants. Unsecured notes and lease guaranty claims beneficially owned by one or more clients of FAV were exchanged for the new common stock pursuant to the Plan. Such liabilities were cancelled and annulled under the Plan. In addition, certain of those clients received the Warrants on account of the administrative claim held by those clients, as former holders of Old Common Stock, which was extinguished, cancelled and discharged on the effective date of the Plan. The selling stockholder and such clients received the common stock and Warrants not with a view to distribute. At the time of the acquisition of the unsecured notes and lease guaranty claims and Old Common Stock, none of the selling stockholder, its clients or affiliates had any agreement or understanding, directly or indirectly, with any person to distribute such securities.

FAV is not a broker-dealer.  Franklin/Templeton Distributors, Inc., Franklin Templeton Financial Services Corp. and Templeton/Franklin Investment Services, Inc. are registered broker-dealers that, together with FAV, are subsidiaries of FRI, but they do not beneficially own any of our shares.  The selling stockholder acquired the unsecured notes, lease guaranty claims and Old Common Stock, which it exchanged for the common stock and Warrants pursuant to the Plan, in the ordinary course of business and, at the time such notes, claims and Old Common Stock were acquired, the selling stockholder had no agreements, plans or understandings, either directly or indirectly, with any person to distribute them.

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DESCRIPTION OF CAPITAL STOCK

The following summary of the terms of our capital stock is not meant to be complete and is qualified in its entirety by reference to our third amended and restated certificate of incorporation, our fourth amended and restated bylaws and the provisions of applicable law. Copies of our third amended and restated certificate of incorporation and our fourth amended and restated bylaws are filed as exhibits to our Current Report on Form 8-K filed with the SEC on October 4, 2012 and incorporated herein by reference.

Authorized Capital Stock upon Emergence

We have the authority to issue a total of 440,000,000 shares of capital stock, consisting of:

·                  420,000,000 shares of common stock; and

·                  20,000,000 shares of preferred stock.

Common Stock

The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock which we may designate and issue in the future.

Dividend Rights.  Subject to the rights of holders of preferred stock of any series that may be issued from time to time, and as otherwise provided by the third amended and restated certificate of incorporation, holders of common stock shall be entitled to receive such dividends and other distributions in cash, stock of any corporation or of our property as may be declared by the Board from time to time out of assets or funds of Dynegy legally available for dividends and other distributions, and shall share equally on a per share basis in all such dividends and other distributions.

Liquidation Rights.  In the event of any liquidation, dissolution or winding up of Dynegy, the holders of our common stock will be entitled to share in the net assets of Dynegy available after the payment of all debts and other liabilities and subject to the prior rights of any outstanding class of our preferred stock.