|
Dynegy Inc.
|
|
(Name of Issuer)
|
|
Common Shares, $0.01 par value
|
|
(Title of Class of Securities)
|
|
26817R108
|
|
(CUSIP Number)
|
|
December 31, 2018
|
|
(Date of Event which Requires Filing of this Statement)
|
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
|
| o |
Rule 13d-1(b)
|
| x |
Rule 13d-1(c)
|
| o |
Rule 13d-1(d)
|
|
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
|
|
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
|
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 2 of 32
|
|
1
|
NAME OF REPORTING PERSON
Oaktree Opportunities Fund VIII Delaware, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% (1)
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Pursuant to the consummation on April 9, 2018 (the “Closing Date”) of the transactions contemplated by that certain Agreement and Plan of Merger, dated October 29, 2017 (the “Merger Agreement”), by and between Vistra Energy Corp., a Delaware corporation (“Vistra Energy”), and the Issuer, on the Closing Date the Issuer merged with and into Vistra Energy, with Vistra Energy continuing as the surviving corporation (the “Merger”). Under the terms of the Merger, on the Closing Date each issued and outstanding share of the Issuer’s common stock, par value $0.01 per share (“Common Stock”), subject to certain exceptions, was automatically converted into the right to receive 0.652 shares of Vistra Energy’s common stock, par value $0.01 per share. Subsequent to the Merger, none of the Reporting Persons holds any shares of Common Stock.
|
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 3 of 32
|
|
1
|
NAME OF REPORTING PERSON
Oaktree Opportunities Fund VIIIb Delaware, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 4 of 32
|
|
1
|
NAME OF REPORTING PERSON
Oaktree Fund GP, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 5 of 32
|
|
1
|
NAME OF REPORTING PERSON
Oaktree Huntington Investment Fund, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 6 of 32
|
|
1
|
NAME OF REPORTING PERSON
Oaktree Huntington Investment Fund GP, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 7 of 32
|
|
1
|
NAME OF REPORTING PERSON
Oaktree Huntington Investment Fund GP Ltd.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 8 of 32
|
|
1
|
NAME OF REPORTING PERSON
Oaktree Opportunities Fund VIII (Parallel 2), L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 9 of 32
|
|
1
|
NAME OF REPORTING PERSON
Oaktree Opportunities Fund VIII GP, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 10 of 32
|
|
1
|
NAME OF REPORTING PERSON
Oaktree Opportunities Fund VIII GP Ltd.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 11 of 32
|
|
1
|
NAME OF REPORTING PERSON
Opps DGY Holdings, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 12 of 32
|
|
1
|
NAME OF REPORTING PERSON
Oaktree Opportunities Fund IX GP, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 13 of 32
|
|
1
|
NAME OF REPORTING PERSON
Oaktree Opportunities Fund IX GP, Ltd.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 14 of 32
|
|
1
|
NAME OF REPORTING PERSON
Oaktree Fund GP I, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 15 of 32
|
|
1
|
NAME OF REPORTING PERSON
Oaktree Capital I, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 16 of 32
|
|
1
|
NAME OF REPORTING PERSON
OCM Holdings I, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 17 of 32
|
|
1
|
NAME OF REPORTING PERSON
Oaktree Holdings, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 18 of 32
|
|
1
|
NAME OF REPORTING PERSON
Oaktree Capital Management, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 19 of 32
|
|
1
|
NAME OF REPORTING PERSON
Oaktree Holdings, Inc.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 20 of 32
|
|
1
|
NAME OF REPORTING PERSON
Oaktree Capital Group, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 21 of 32
|
|
1
|
NAME OF REPORTING PERSON
Oaktree Capital Group Holdings GP, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 22 of 32
|
|
ITEM 1.
|
(a)
|
Name of Issuer:
|
|
Dynegy Inc.
|
||
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
|
|
601 Travis Street, Suite 1400
Houston, Texas 77002
|
|
ITEM 2.
|
(a)-(c) Name of Person Filing; Address of Principal Business Office; and Citizenship |
|
This Schedule 13G is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as Exhibit 1:
|
|
|
(1)
|
Oaktree Opportunities Fund VIII Delaware, L.P., a Delaware limited partnership (“Fund VIII Delaware”);
|
|
|
|
|
|
|
(2)
|
Oaktree Opportunities Fund VIIIb Delaware, L.P., a Delaware limited partnership (“Fund VIIIb Delaware”);
|
|
|
|
|
|
|
(3)
|
Oaktree Fund GP, LLC, a Delaware limited liability company (“Fund GP”), in its capacity as the general partner of Fund VIII Delaware and Fund VIIIb Delaware;
|
|
|
|
|
|
|
(4)
|
Oaktree Huntington Investment Fund, L.P., a Cayman Islands limited partnership (“HIF”);
|
|
|
|
|
|
|
(5)
|
Oaktree Huntington Investment Fund GP, L.P., a Cayman Islands limited partnership (“HIF GP”), in its capacity as the general partner of HIF;
|
|
|
|
|
|
|
(6)
|
Oaktree Huntington Investment Fund GP Ltd., a Cayman Islands exempted company (“HIF GP Ltd.”), in its capacity as the general partner of HIF GP;
|
|
|
|
|
|
|
(7)
|
Oaktree Opportunities Fund VIII (Parallel 2), L.P., a Cayman Islands limited partnership (“VIII Parallel 2”);
|
|
|
|
|
|
|
(8)
|
Oaktree Opportunities Fund VIII GP, L.P., a Cayman Islands limited partnership (“Fund VIII GP”), in its capacity as the general partner of VIII Parallel 2;
|
|
|
|
|
|
|
(9)
|
Oaktree Opportunities Fund VIII GP Ltd., a Cayman Islands exempted company (“Fund VIII GP Ltd.”), in its capacity as the general partner of Fund VIII GP; and
|
|
|
|
|
|
|
(10)
|
Opps DGY Holdings, L.P., a Delaware limited partnership (“DGY Holdings”).
|
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 23 of 32
|
|
|
(11)
|
Oaktree Opportunities Fund IX GP, L.P., a Cayman Islands limited partnership (“Fund IX GP”), in its capacity as the general partner of DGY Holdings;
|
|
|
|
|
|
|
(12)
|
Oaktree Opportunities Fund IX GP Ltd., a Cayman Islands exempted company (“Fund IX GP Ltd.”), in its capacity as the general partner of Fund IX GP;
|
|
|
|
|
|
|
(13)
|
Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), in its capacity as the managing member of Fund GP and as the sole shareholder of each of HIF GP Ltd., Fund VIII GP Ltd. and Fund IX GP Ltd.;
|
|
|
(14)
|
Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), in its capacity as the general partner of GP I;
|
|
|
|
|
|
|
(15)
|
OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), in its capacity as the general partner of Capital I;
|
|
|
|
|
|
|
(16)
|
Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings”) in its capacity as the managing member of Holdings I;
|
|
|
|
|
|
|
(17)
|
Oaktree Capital Management, L.P., a Delaware limited partnership (“Management”), in its capacity as the sole director of each of HIF GP Ltd., Fund VIII GP Ltd. and Fund IX GP Ltd. and as the duly appointed investment manager of the Managed Entities;
|
|
|
|
|
|
|
(18)
|
Oaktree Holdings, Inc., a Delaware corporation (“Holdings, Inc.”), in its capacity as the general partner of Management;
|
|
|
|
|
|
|
(19)
|
Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), in its capacity as the managing member of Holdings and as the sole shareholder of Holdings, Inc.; and
|
|
|
|
|
|
|
(20)
|
Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP”), in its capacity as the duly elected manager of OCG.
|
| The principal business address of each of the Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071. | ||
|
(d)
|
Title of Class of Securities:
|
|
|
Common Shares, $0.01 par value per share (“Common Stock”)
|
||
|
(e)
|
CUSIP Number: 26817R108
|
|
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 24 of 32
|
|
ITEM 3.
|
IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
|
|
|
(a)
|
[__] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
|
|
|
(b)
|
[__] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
|
|
|
(c)
|
[__] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
|
|
|
(d)
|
[__] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
|
|
|
(e)
|
[__] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E)
|
|
|
(f)
|
[__] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);
|
|
|
(g)
|
[__] A Parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);
|
|
|
(h)
|
[__] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
|
|
|
(i)
|
[__] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
|
|
|
(j)
|
[ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
|
|
|
ITEM 4.
|
OWNERSHIP
|
|
|
Not Applicable.
|
||
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 25 of 32
|
|
ITEM 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
|
|
|
|
|
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
|
|
|
|
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
|
|
|
|
|
|
Not Applicable.
|
|
|
|
|
ITEM 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
|
|
|
|
|
|
Not Applicable.
|
|
|
|
|
ITEM 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
|
|
|
|
|
|
Not Applicable.
|
|
|
|
|
ITEM 9.
|
NOTICE OF DISSOLUTION OF GROUP.
|
|
|
|
|
|
Not Applicable.
|
|
ITEM 10.
|
CERTIFICATIONS
|
|
Not Applicable.
|
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 26 of 32
|
|
OAKTREE OPPORTUNITIES FUND VIII DELAWARE, L.P.
|
|||
|
By:
|
Oaktree Fund GP, LLC
|
||
|
Its:
|
General Partner
|
||
|
By:
|
Oaktree Fund GP I, L.P.
|
||
|
Its:
|
Managing Member
|
||
|
By:
|
/s/ Jordan Mikes
|
||
|
Name:
|
Jordan Mikes
|
||
|
Title:
|
Authorized Signatory
|
||
|
OAKTREE OPPORTUNITIES FUND VIIIb DELAWARE, L.P.
|
|||
|
By:
|
Oaktree Fund GP, LLC
|
||
|
Its:
|
General Partner
|
||
|
By:
|
Oaktree Fund GP I, L.P.
|
||
|
Its:
|
Managing Member
|
||
|
By:
|
/s/ Jordan Mikes
|
||
|
Name:
|
Jordan Mikes
|
||
|
Title:
|
Authorized Signatory
|
||
|
OAKTREE FUND GP, LLC
|
|||
|
By:
|
Oaktree Fund GP I, L.P.
|
||
|
Its:
|
Managing Member
|
||
|
By:
|
/s/ Jordan Mikes
|
||
|
Name:
|
Jordan Mikes
|
||
|
Title:
|
Authorized Signatory
|
||
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 27 of 32
|
|
OAKTREE HUNTINGTON INVESTMENT FUND, L.P.
|
|||
|
By:
|
Oaktree Huntington Investment Fund GP, L.P.
|
||
|
Its:
|
General Partner
|
||
|
By:
|
Oaktree Huntington Investment Fund GP Ltd.
|
||
|
Its:
|
General Partner
|
||
|
By:
|
Oaktree Capital Management, L.P.
|
||
|
Its:
|
Director
|
||
|
By:
|
/s/ Jordan Mikes
|
||
|
Name:
|
Jordan Mikes
|
||
|
Title:
|
Vice President
|
||
|
OAKTREE HUNTINGTON INVESTMENT FUND GP, L.P.
|
|||
|
By:
|
Oaktree Huntington Investment Fund GP Ltd.
|
||
|
Its:
|
General Partner
|
||
|
By:
|
Oaktree Capital Management, L.P.
|
||
|
Its:
|
Director
|
||
|
By:
|
/s/ Jordan Mikes
|
||
|
Name:
|
Jordan Mikes
|
||
|
Title:
|
Vice President
|
||
|
OAKTREE HUNTINGTON INVESTMENT FUND GP LTD.
|
|||
|
By:
|
Oaktree Capital Management, L.P.
|
||
|
Its:
|
Director
|
||
|
By:
|
/s/ Jordan Mikes
|
||
|
Name:
|
Jordan Mikes
|
||
|
Title:
|
Vice President
|
||
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 28 of 32
|
|
OAKTREE OPPORTUNITIES FUND VIII (PARALLEL 2), L.P.
|
|||
|
By:
|
Oaktree Opportunities Fund VIII GP, L.P.
|
||
|
Its:
|
General Partner
|
||
|
By:
|
Oaktree Opportunities Fund VIII GP Ltd.
|
||
|
Its:
|
General Partner
|
||
|
By:
|
Oaktree Capital Management, L.P.
|
||
|
Its:
|
Director
|
||
|
By:
|
/s/ Jordan Mikes
|
||
|
Name:
|
Jordan Mikes
|
||
|
Title:
|
Vice President
|
||
|
OAKTREE OPPORTUNITIES FUND VIII GP, L.P.
|
|||
|
By:
|
Oaktree Opportunities Fund VIII GP Ltd.
|
||
|
Its:
|
General Partner
|
||
|
By:
|
Oaktree Capital Management, L.P.
|
||
|
Its:
|
Director
|
||
|
By:
|
/s/ Jordan Mikes
|
||
|
Name:
|
Jordan Mikes
|
||
|
Title:
|
Vice President
|
||
|
OAKTREE OPPORTUNITIES FUND VIII GP LTD.
|
|||
|
By:
|
Oaktree Capital Management, L.P.
|
||
|
Its:
|
Director
|
||
|
By:
|
/s/ Jordan Mikes
|
||
|
Name:
|
Jordan Mikes
|
||
|
Title:
|
Vice President
|
||
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 29 of 32
|
|
|
OPPS DGY HOLDINGS, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Opportunities Fund IX GP, L.P.
|
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Opportunities Fund IX GP Ltd.
|
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Capital Management, L.P.
|
|
|
|
Its:
|
Director
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Vice President
|
|
|
|
OAKTREE OPPORTUNITIES FUND IX GP, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Opportunities Fund IX GP Ltd.
|
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Capital Management, L.P.
|
|
|
|
Its:
|
Director
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OAKTREE OPPORTUNITIES FUND IX GP LTD.
|
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Capital Management, L.P.
|
|
|
|
Its:
|
Director
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Vice President
|
|
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 30 of 32
|
|
|
OAKTREE FUND GP I, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OAKTREE CAPITAL I, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Vice President
|
|
|
|
OCM HOLDINGS I, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OAKTREE HOLDINGS, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Vice President
|
|
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 31 of 32
|
|
|
OAKTREE CAPITAL MANAGEMENT, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OAKTREE HOLDINGS, INC.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OAKTREE CAPITAL GROUP, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Vice President
|
|
|
CUSIP No. 26817R108
|
SCHEDULE 13G |
Page 32 of 32
|
|
Exhibit 1.
|
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).
|