Table of Contents

As filed with the Securities and Exchange Commission on January 23, 2014.

Registration Statement No. 333-192732

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to the

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

DYNEGY INC.*

*And the Subsidiary Guarantors listed below

(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

Gary Kashar

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 securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) 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 post-effective amendment filed pursuant to Rule 462(d) 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

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.

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  o

CALCULATION OF REGISTRATION FEE

(1)                      Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 promulgated under the Securities Act of 1933, as amended.

(2)                      No separate consideration will be received for the guarantees of the 5.875% Senior Notes due 2023 being registered hereby.  In accordance with Rule 457(n) promulgated under the Securities Act of 1933, as amended, no registration fee is payable with respect to the guarantees.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

Table of Contents

TABLE OF ADDITIONAL REGISTRANTS

*                                         The address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices is c/o Dynegy Inc. 601 Travis, Suite 1400, Houston, Texas 77002, Telephone (713) 507-6400.

Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted.

Subject to Completion, Dated January 23, 2014

Prospectus

Dynegy Inc.

Offer to Exchange

Up to $500,000,000 5.875% Senior Notes due 2023 and the related subsidiary guarantees

which have been registered  under the Securities Act of 1933, as amended

for

any and all of its

5.875% Senior Notes due 2023 and related subsidiary guarantees

We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, up to $500,000,000 in aggregate principal amount of our new 5.875% Senior Notes due 2023 (the “Exchange Notes”) which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of our outstanding 5.875% Senior Notes due 2023 (the “Old Notes,” and together with the Exchange Notes, the “Notes”).

The Exchange Offer

·                  We hereby offer to exchange all Old Notes that are validly tendered and not validly withdrawn for an equal principal amount of Exchange Notes which we have registered under the Securities Act.

·                  The exchange offer will expire at 5:00 p.m., New York City time, on          , 2014 (the “Expiration Date”), unless extended by us.

·                  You may withdraw tenders of Old Notes at any time prior to the expiration or termination of the exchange offer.

·                  The terms of the Exchange Notes are identical in all material respects to the terms of the Old Notes, except that the Exchange Notes have been registered under the Securities Act, and the transfer restrictions and registration rights relating to the Old Notes do not apply to the Exchange Notes.

·                  The exchange of Old Notes for Exchange Notes will not be a taxable transaction for U.S. federal income tax purposes. You should see the discussion in the section entitled “Material Federal Income Tax Considerations” for more information.

·                  Old Notes that are not exchanged will remain outstanding, but will not have further registration rights.

·                  We will not receive any proceeds from the exchange offer.

Each broker-dealer that receives Exchange Notes for its own account in exchange for Old Notes, where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes.  See “Plan of Distribution.”

See “Risk Factors” beginning on page 10 of this prospectus for a discussion of risks you should consider before participating in the exchange offer.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is            , 2014.

Table of Contents

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

In this prospectus, unless the context requires otherwise, references to “Dynegy,” the “Company,” the “Issuer,” “we,” “our” and “us” and similar terms refer to Dynegy Inc. and its consolidated subsidiaries, and references to the “Subsidiary Guarantors” refer to each of our current and future wholly-owned domestic subsidiaries that from time to time is a borrower or guarantor under the Credit Agreement (as defined herein).

We have not authorized anyone to provide you with information other than that contained in this prospectus.  We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.  We are offering the exchange offer only in jurisdictions where such offers are permitted.  You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus or the date of such information as specified in this prospectus, if different.

This prospectus incorporates by reference important business and financial information about us from documents filed with the SEC that have not been included herein or delivered herewith.  This information is available 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, of which this prospectus forms a part, 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.  This information is also available without charge at the website that the SEC maintains at www.sec.gov.  In addition, you may request copies of the documents incorporated by reference in this prospectus from us, without charge, by written or oral request directed to Dynegy Inc.,

i

Table of Contents

Attention: Investor Relations Department, 601 Travis, Suite 1400, Houston, Texas 77002, telephone (713) 507-6400, or on the “Investor Relations” section of our website at www.dynegy.com.  The information contained on or that can be accessed through our website (other than the specified SEC filings incorporated by reference in this prospectus) is not incorporated in, and is not a part of, this prospectus, and you should not rely on any such information in connection with your decision to exchange your Old Notes for Exchange Notes. To obtain timely delivery of documents or information, we must receive your request no later than five business days before the Expiration Date.

Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes.  The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.  This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Old Notes where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities.  We have agreed that, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement (as defined herein)) is declared effective and (ii) the date on which broker-dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities, they will make this prospectus available to any broker-dealer for use in connection with any such resale.  See “Plan of Distribution.”

We have not provided guaranteed delivery provisions in connection with the exchange offer.  You must tender your Old Notes in accordance with the procedures set forth herein.

ii

Table of Contents

CERTAIN DEFINED TERMS

Unless otherwise specified or the context requires otherwise, in this prospectus:

·                  “AER” refers to Ameren Energy Resources Company, LLC (or, following a pre-closing reorganization completed by Ameren Corporation (“Ameren”) a successor thereto (“New AER”));

·                  “AER Acquisition” refers to the transaction completed on December 2, 2013, pursuant to that certain definitive agreement by and between Ameren and Illinois Power Holdings, LLC, a wholly-owned subsidiary of Dynegy (“IPH”), pursuant to which we acquired New AER and its subsidiaries, Ameren Energy Generating Company (“Genco”), Ameren Energy Fuels and Services Company, New AERG, LLC (successor to Ameren Energy Resources Generating Company) (“AERG”) and Ameren Energy Marketing Company (“AEM”) from Ameren (such entities, collectively, the “AER Entities”);

·                  “Credit Agreement” refers to the $1.775 billion senior secured credit facility, entered into on April 23, 2013, 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”);

·                  “DH” refers to Dynegy Holdings, LLC;

·                  “DNE Debtor Entities Joint Plan of Liquidation” refers to the Chapter 11 Joint Plan of Liquidation filed on December 14, 2012 among Dynegy Northeast Generation, Inc. (“DNE”), Hudson Power, L.L.C., Danskammer, and Dynegy Roseton, L.L.C.;

·                  “IPCB” refers to the Illinois Pollution Control Board;

·                  “Legacy Dynegy” refers to Dynegy (as defined herein) for the periods prior to the Merger; and

·                  “Merger” refers to the merger, completed on September 30, 2012, of DH with and into Dynegy, with Dynegy as the surviving legal entity and DH as the surviving entity for financial reporting purposes.

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,” which involve risks and uncertainties.  All statements included or incorporated by reference into this prospectus, other than statements of historical fact, that address activities, events or developments that we 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:

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

·                  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;

iii

Table of Contents

·                  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, 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 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;

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

·                  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;

·                  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 approval by the California Public Utility Commission of the Southern California Edison 2016 transaction for Moss Landing Units 6 & 7;

·                  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;

·                  timing of the retirement of the Morro Bay facility and anticipated opportunities for redevelopment;

·                  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 under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010;

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

·                  other factors identified in this prospectus.

iv

Table of Contents

Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on forward-looking statements, which speak only as of the date of this prospectus.  Many of these factors are beyond our ability to control or predict.  Other than as required by law, we undertake no obligation to update any forward-looking statements included or incorporated by reference in this prospectus in order to reflect any event or circumstance occurring after the date of this prospectus, currently unknown facts or conditions or the occurrence of unanticipated events.  Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward looking statements.  Factors that could cause or contribute to such differences are discussed in the sections entitled “Risk Factors” in this prospectus.

v

Table of Contents

INCORPORATION BY REFERENCE

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”) prior to the Expiration Date, other than portions of these documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K:

·                  our Annual Report on Form 10-K for the fiscal year ended December 31, 2012;

·                  our Definitive Proxy Statement on Schedule 14A;

·                  our Definitive Additional Materials on Schedule 14A;

·                  “Annex A: Financial Statements Relating to AER” included in our registration statement on Form S-3ASR;

·                  our Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2013, for the quarterly period ended June 30, 2013 and for the quarterly period ended September 30, 2013; and

·                  our 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, August 1, 2013, November 7, 2013, November 19, 2013, and December 4, 2013 (to the extent such reports are filed).

Furthermore, all filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial filing of this registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement (other than portions of these documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K) shall be deemed to be incorporated by reference into this prospectus.

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.

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 www.dynegy.com or from the SEC through the SEC’s website at the web address provided in the section entitled “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.

vi

Table of Contents

SUMMARY

The following summary highlights information contained elsewhere in this prospectus and therefore is not complete and does not contain all the information that you should consider before tendering Old Notes for exchange. You should read this entire prospectus carefully, including the documents incorporated by reference herein, which are described in the section entitled “Incorporation by Reference.”  You should also carefully consider, among other things, the matters discussed in the section entitled “Risk Factors.”

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 seventeen operating power plants in six states totaling approximately 13,960 megawatts of generating capacity, which excludes the 1,700 megawatts of generating capacity of our former DNE generation facilities that were deconsolidated effective October 1, 2012, and have been 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 and independent system operators, 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.  The majority 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. In addition, we serve residential, municipal, commercial and industrial customers through our Homefield Energy retail business in Illinois.

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.

1

Table of Contents

SUMMARY DESCRIPTION OF THE EXCHANGE OFFER

THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS AND SUMMARIZES THE MATERIAL TERMS OF THE EXCHANGE OFFER. WE REFER YOU TO THE SECTION ENTITLED “THE EXCHANGE OFFER” IN THIS PROSPECTUS FOR A MORE DETAILED DESCRIPTION OF THE TERMS OF THE EXCHANGE OFFER. YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY BEFORE DECIDING TO EXCHANGE YOUR OLD NOTES FOR EXCHANGE NOTES.

2

Table of Contents

3

Table of Contents

4

Table of Contents

5

Table of Contents

SUMMARY DESCRIPTION OF THE EXCHANGE NOTES

The terms of the Exchange Notes and those of the outstanding Old Notes are substantially identical, except that the transfer restrictions and registration rights relating to the Old Notes do not apply to the Exchange Notes.  For a more detailed description of the Exchange Notes, see the section entitled “Description of the Exchange Notes.”

6

Table of Contents

7

Table of Contents

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The selected financial information presented below as of and for the years ended December 31, 2008, 2009, 2010 and 2011, the period from January 1 through October 1, 2012 and the period from October 2 through December 31, 2012, was derived from, and is qualified by reference to, our audited consolidated financial statements, including the notes thereto, incorporated by reference in this prospectus.  The selected financial information as of September 30, 2013 and for the nine months ended September 30, 2012 and 2013 was derived from, and is qualified by reference to, our unaudited condensed consolidated financial statements, including the notes thereto, incorporated by reference in this prospectus.

This information is only a summary.  You should read the data set forth in the table below in conjunction with the section entitled “Selected Financial Data” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013, which are incorporated by reference in this prospectus.

As described in Note 1—Organization and Operations to our consolidated financial statements incorporated by reference in this prospectus, Legacy Dynegy merged with DH on September 30, 2012.  The accounting treatment of the Merger was reflected as a recapitalization of DH and, similar to a reverse merger, DH was the surviving accounting entity for financial reporting purposes.  Therefore, our historical results for periods prior to the Merger are the same as DH’s historical results.

As a result of the application of fresh-start accounting as of the October 1, 2012, the financial statements on or prior to October 1, 2012 are not comparable with the financial statements after October 1, 2012.  References to “Successor” refer to Dynegy after October 1, 2012, after giving effect to the application of fresh-start accounting.  References to “Predecessor” refer to Dynegy on or prior to October 1, 2012.  Additionally, on October 1, 2012, the DNE Debtor Entities did not emerge from bankruptcy; therefore, we deconsolidated our investment in these entities as of October 1, 2012.  Accordingly, the results of operations of the DNE Debtor Entities are presented in discontinued operations for all periods presented.

8

Table of Contents

(1)         We completed the DMG Transfer effective September 1, 2011; therefore, the results of our coal segment are only included through August 31, 2011, and are excluded from our balance sheet for the period ended December 31, 2011. See Note 6—Dispositions and Discontinued Operations to our audited consolidated financial statements incorporated by reference in this prospectus for further discussion.

(2)        We completed the DMG Acquisition effective June 5, 2012; therefore, the results of our Coal segment are only included subsequent to June 5, 2012. See Note 4—Merger and Acquisition to our audited consolidated financial statements incorporated by reference in this prospectus for further discussion.

(3)         The results of operations for the nine months ended September 30, 2012, excludes the effects of plan and impacts of fresh-start accounting related to the DH bankruptcy.  See “Consolidated Summary Financial Information” in the 10-Q for the period ended September 30, 2013, incorporated by reference in this prospectus.

(4)         The results of operations for the period January 1, 2012, through October 1, 2012, includes the effects of plan and impacts of fresh-start accounting related to the DH bankruptcy.  See “Selected Financial Data” in the 10-K for the period ended December 31, 2012, incorporated by reference in this prospectus.

(5)         Includes $46 million and $21 million of debt extinguishment costs for the year ended December 31, 2009 and 2011, respectively.

(6)         Discontinued operations include the results of operations from the following businesses:

·                  The DNE Debtor Entities (please read Note 6—Dispositions and Discontinued Operations to our audited consolidated financial statements incorporated by reference in this prospectus for further discussion);

·                  The Arlington Valley and Griffith power generation facilities (sold fourth quarter 2009);

·                  Bluegrass power generating facility (sold fourth quarter 2009);

·                  Heard County power generating facility (sold second quarter 2009);

·                  Calcasieu power generating facility (sold first quarter 2008); and

·                  Dynegy Midstream Services L.P., our former midstream business (sold fourth quarter 2005).

(7)         As a result of the DH Chapter 11 Cases, we reclassified approximately $3.6 billion in long-term debt to liabilities subject to compromise as of December 31, 2011. These liabilities were settled upon our emergence from bankruptcy on October 1, 2012. See Note 3—Emergence from Bankruptcy and Fresh-Start Accounting and Note 17—Liabilities Subject to Compromise to our audited consolidated financial statements incorporated by reference in this prospectus for further discussion.

9

Table of Contents

RISK FACTORS

An investment in the Notes involves risk.  You should carefully consider the following factors, together with the risks and uncertainties discussed in the section entitled “Cautionary Note Regarding Forward Looking Statements” and the other information incorporated by reference in this prospectus, including the information included in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, in our Quarterly Report on Form 10-Q for the period ended March 31, 2013, in our Quarterly Report on Form 10-Q for the period ended June 30, 2013, and in our Quarterly Report on Form 10-Q for the period ended September 30, 2013.  Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business operations. We cannot assure you that any of the events discussed in this prospectus will not occur.  If they do, our business, financial condition or results of operations could be materially and adversely affected.  In such case, the trading price of our securities, including the Notes, could decline, and you might lose all or part of your investment.

Risks Related to the Exchange Offer and Holding the Exchange Notes

Holders who fail to exchange their Old Notes will continue to be subject to restrictions on transfer and may have reduced liquidity after the exchange offer.

If you do not exchange your Old Notes for Exchange Notes in the exchange offer, you will continue to be subject to the restrictions on transfer applicable to the Old Notes.  The restrictions on transfer of your Old Notes arise because we issued the Old Notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws.  In general, you may only offer or sell the Old Notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements.  We do not plan to register the Old Notes under the Securities Act.  In addition, we have not conditioned the exchange offer on receipt of any minimum or maximum principal amount of outstanding notes.  As Old Notes are tendered and accepted in the exchange offer, the principal amount of remaining Old Notes will decrease.  This decrease could reduce the liquidity of the trading market for the Old Notes.  We cannot assure you of the liquidity, or even the continuation, of the trading market for the Old Notes following the exchange offer.

You must comply with the exchange offer procedures in order to receive new, freely tradable Exchange Notes.

Delivery of Exchange Notes in exchange for Old Notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of the following:

·                  certificates for Old Notes or a book-entry confirmation of a book-entry transfer of Old Notes into the Exchange Agent’s account at DTC, New York, New York as depository, including an agent’s message (as defined herein) if the tendering holder does not deliver a letter of transmittal;

·                  a completed and signed letter of transmittal (or facsimile thereof), with any required signature guarantees, or an agent’s message in lieu of the letter of transmittal; and

·                  any other documents required by the letter of transmittal.

Therefore, holders of Old Notes who would like to tender Old Notes in exchange for Exchange Notes should be sure to allow enough time for the Old Notes to be delivered on time.  We are not required to notify you of defects or irregularities in tenders of Old Notes for exchange.  Old Notes that are not tendered or that are tendered but we do not accept for exchange will, following consummation of the exchange offer, continue to be subject to the existing transfer restrictions under the Securities Act and, upon consummation of the exchange offer, certain registration and other rights under the Registration Rights Agreement will terminate.  See “The Exchange Offer—Procedures for Tendering Old Notes” and “The Exchange Offer—Consequences of Exchanging or Failing to Exchange Old Notes.”

Some holders who exchange their Old Notes may be deemed to be underwriters and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

If you exchange your Old Notes in the exchange offer for the purpose of participating in a distribution of the Exchange Notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

10

Table of Contents

The Exchange Notes and the guarantees will be unsecured and effectively subordinated to our existing secured indebtedness and any future secured indebtedness.

The Exchange Notes and the guarantees will be general unsecured senior obligations and will be effectively subordinated to all of our existing and future secured debt and that of each Subsidiary Guarantor, including obligations under the Credit Agreement, to the extent of the value of the collateral securing such debt.

If we or a Subsidiary Guarantor are declared bankrupt, become insolvent or are liquidated or reorganized, any of our secured debt or that of a Subsidiary Guarantor will be entitled to be paid in full from our assets or the assets of the Subsidiary Guarantor, as applicable, securing that debt before any payment may be made with respect to the Notes or the affected guarantees.  Holders of the Notes will participate ratably in our remaining assets with all holders of our unsecured indebtedness that does not rank junior to the Notes, including all of our other general creditors, based upon the respective amounts owed to each holder or creditor.  In any of the foregoing events, there may not be sufficient assets to pay amounts due on the Notes.  As a result, holders of the Notes would likely receive less, on a ratable basis, than holders of secured indebtedness. See “Summary Description of the Exchange Notes—Ranking.”

We may be unable to purchase the Exchange Notes upon a change of control.

Upon the occurrence of a change of control, you will have the right to require us to repurchase your Exchange Notes at a purchase price in cash equal to 101% of the principal amount of your Exchange Notes plus accrued and unpaid interest, if any, to but excluding the date of purchase.  The Credit Agreement contains, and any future credit agreement or other agreements relating to indebtedness to which we become a party may contain, prohibitions of certain events, including events that would constitute a change of control.  The exercise by the holders of Exchange Notes of their right to require us to repurchase the Notes upon a change of control could cause a default under these other agreements, even if the change of control itself is not due to the financial effect of such repurchases on us or otherwise.  In the event a change of control occurs at a time when we are prohibited from purchasing Exchange Notes, we could seek the consent of the applicable lenders to the purchase of Exchange Notes or could attempt to refinance the indebtedness that contains such prohibitions.  If we do not obtain a consent or repay that indebtedness, we will remain prohibited from purchasing Exchange Notes.  Our failure to make the change of control offer or to pay the change of control purchase price when due would result in a default under the Indenture governing the Exchange Notes which, in turn, would constitute a default under the Credit Agreement and the documents governing our other indebtedness.  In addition, we may not have sufficient financial resources to satisfy all of our obligations under the Exchange Notes and our other indebtedness.  Finally, the change of control feature of the Exchange Notes does not cover all corporate reorganizations, mergers or similar transactions and may not provide you with protection in a highly leveraged transaction.  See “Description of the Exchange Notes—Change of Control.”

If an active trading market does not develop for the Exchange Notes you may not be able to resell them.

The Exchange Notes are a new issue of securities and there is no established trading market for the Exchange Notes.  We cannot assure you that an active trading market will develop for the Exchange Notes.  If no active trading market develops, you may not be able to resell your Exchange Notes at their fair market value or at all.  Future trading prices of the Exchange Notes will depend on many factors, including, among other things, prevailing interest rates, our operating results and the market for similar securities.  We do not intend to apply for listing the Exchange Notes on any securities exchange or for inclusion of the Exchange Notes in any automated quotation system.  Historically, the market for non-investment grade debt has been subjected to disruptions that have caused substantial volatility in the prices of securities similar to the Exchange Notes offered hereby.  The market for the Exchange Notes, if any, may be subject to similar disruptions.  Any such disruptions may adversely affect the value of your Exchange Notes.

11

Table of Contents

Risks Related to the Notes

Our indebtedness could adversely affect our financial health, limit our ability to compete and prevent us from fulfilling our obligations under the Notes.

As of September 30, 2013, we had $1.298 billion of indebtedness.  In addition, as of January 21, 2014, we had approximately $160 million in letters of credit outstanding under our Revolving Facility.  Our indebtedness could have important consequences. For example, it may:

·                  make it more difficult for us to satisfy our financial obligations, including those relating to the Notes;

·                  limit our ability to enter into long-term revenue contracts that require credit support;

·                  limit our ability to plan for or respond to, and increasing our vulnerability to, changing business, governmental regulation and economic conditions and to withstand competitive pressures, general economic and industry conditions or a downturn in our business;

·                  require a substantial portion of our cash flow from operations to be used for debt payments and reduce our ability to use cash flow to fund working capital, capital expenditures and other general corporate purposes;

·                  place us at a competitive disadvantage relative to companies that have less indebtedness;

·                  limit our ability to obtain financing in the future for working capital, capital expenditures, acquisitions or other purposes on acceptable terms, on a timely basis or at all; and

·                  cause a decline in our credit ratings.

Further, if gas, power, and capacity prices, where applicable, do not improve, our ability to service our debt obligations will be adversely affected and may require significant operational and balance sheet restructurings.

We and our subsidiaries may be able to incur additional indebtedness in the future. The terms of the Indenture and the agreements governing our other indebtedness, including the Credit Agreement, do not fully prohibit us or our subsidiaries from doing so.  Additionally, in certain cases, we are permitted to incur other indebtedness which would be effectively senior to the Notes. If new debt is added to current debt levels, the related risks could intensify.

The Credit Agreement contains, and agreements we enter into in the future may contain, covenants that significantly restrict our operations.

The Credit Agreement contains covenants imposing financial and operating restrictions on our business. These restrictions may affect our ability to operate our business, may limit our ability to take advantage of potential business opportunities as they arise and may adversely affect the conduct of our current business, including restricting our ability to finance future operations and capital needs and limiting our ability to engage in other business activities. These covenants will place restrictions on our ability and the ability of our operating subsidiaries to, among other things:

·                  incur additional debt or issue some types of preferred shares;

·                  declare or pay dividends, repurchase or redeem stock or make other distributions to stockholders;

·                  create liens;

·                  make certain restricted investments;

·                  enter into transactions with affiliates;

·                  enter into any agreements which limit the ability of certain subsidiaries to make dividends or otherwise transfer cash or assets to us or certain other subsidiaries;

12

Table of Contents

·                  sell or transfer assets; and

·                  consolidate or merge.

In addition, the Credit Agreement contains financial covenants, if we have utilized 25% or more of our Revolving Facility, that specify maximum thresholds for our senior secured leverage ratio (as defined in the Credit Agreement).  These restrictions may also limit our ability to obtain future financings, withstand a future downturn in our business or the economy in general, or otherwise conduct necessary corporate activities.  We may also be prevented from taking advantage of business opportunities that arise because of the limitations that the restrictive covenants under the Credit Agreement impose on us.  Agreements we enter into in the future may also have covenants that restrict our operations.

A breach of any covenant in the Indenture governing the notes, the Credit Agreement or the agreements governing our other indebtedness would result in a default under that agreement after any applicable grace periods. A default, if not waived, could result in acceleration of the debt outstanding under such agreement and in a default with respect to, and acceleration of, the debt outstanding under any other debt agreements. The accelerated debt would become immediately due and payable. If that should occur, we may not be able to make all of the required payments or borrow sufficient funds to refinance it. Even if new financing were then available, it may not be on terms that are acceptable to us. See “Description of the Exchange Notes—Events of Default and Remedies.”

The Indenture governing the Notes will not contain financial covenants or meaningful restrictions on us or our subsidiaries.

Neither we nor any of our subsidiaries will be restricted from incurring additional debt or other liabilities under the Indenture. We may from time to time incur additional debt and other liabilities.  The Indenture will not require us to achieve or maintain any minimum financial results relating to our financial condition or results of operations.  In addition, we will not be restricted from paying dividends or making distributions on our capital stock or purchasing or redeeming our capital stock under the Indenture.

To service our indebtedness, we will require a significant amount of cash.  Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness, including the Notes and the Credit Agreement, and to fund planned capital expenditures and other strategic investments will depend on our ability to generate cash in the future.  This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.  We may not generate sufficient cash flow from operations and we cannot assure you that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs.  If we cannot make scheduled payments on our indebtedness, we will be in default and the holders of the Notes could declare all outstanding principal and interest to be due and payable, the lenders under the Credit Agreement could terminate their commitments to loan money, the lenders could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation.  All of these events could result in your losing your investment in the Notes.

Our ability to refinance the Credit Agreement, the Notes and any other future indebtedness depends on many factors beyond our control.

We may need to refinance all or a portion of our indebtedness on or before maturity.  Our ability to refinance the Credit Agreement, the Notes, and any other future indebtedness will depend on the condition of the capital markets and our financial condition at such time and could be limited by restrictive covenants in our existing and future debt agreements.  We cannot provide assurances that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.  If refinancing is not available to us, we may not have sufficient cash to enable us to meet all of our obligations, including payments on the Notes and our other indebtedness.

Your right to receive payments on the Notes could be adversely affected if any of our non-guarantor subsidiaries declare bankruptcy, liquidate, or reorganize.

The Notes will be jointly and severally guaranteed by each of our current and future wholly-owned domestic subsidiaries that from time to time is a borrower or guarantor under our Credit Agreement.  Not all of

13

Table of Contents

Dynegy’s subsidiaries guarantee the Notes.  See “Description of the Exchange Notes—Subsidiary Guarantees.”  Accordingly, claims of holders of the Notes will be structurally subordinated to the claims of creditors of these non-guarantor subsidiaries, including trade creditors. All obligations of our non-guarantor subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon liquidation or otherwise, to us or a guarantor of the Notes.  The Indenture will not limit the ability of these subsidiaries to incur certain additional debt or other liabilities.  In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us.

Dynegy’s indirect, wholly-owned subsidiary, IPH, acquired the AER Entities on December 2, 2013. The AER Entities will not guarantee the Notes. As of September 30, 2013, AER and its subsidiaries had $2.425 billion of indebtedness and other liabilities, and $3.019 billion of total assets.  As noted in the unaudited pro forma condensed consolidated financial information, the majority of these liabilities will be eliminated or settled prior to the acquisition of New AER.  In addition, AER and its subsidiaries had $997 million of operating revenues for the nine months ended September 30, 2013.

A court could cancel the guarantees of the Notes by our subsidiaries under fraudulent transfer law.

Each of our current and future wholly-owned domestic restricted subsidiaries that from time to time is a borrower or guarantor under the Credit Agreement will guarantee the Notes.  Although the guarantees provide you with a direct claim against the assets of the Subsidiary Guarantors, under federal bankruptcy law and comparable provisions of state fraudulent transfer laws, in certain circumstances a court could cancel a guarantee and order the return of any payments made thereunder to the Subsidiary Guarantor or to a fund for the benefit of its creditors.

A court might take these actions if it found, among other things, that when the Subsidiary Guarantor incurred the debt evidenced by its guarantee, including when the Subsidiary Guarantor entered into its guarantee of the Credit Agreement (i) it received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee and (ii) any one of the following conditions was satisfied:

·                  the Subsidiary Guarantor was insolvent or was rendered insolvent by reason of the incurrence;

·                  the Subsidiary Guarantor was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or

·                  the Subsidiary Guarantor intended to incur, or believed (or reasonably should have believed) that it would incur, debts beyond its ability to pay as those debts matured.

In applying the above factors, a court would likely find that a Subsidiary Guarantor did not receive fair consideration or reasonably equivalent value for its guarantee, except to the extent that it benefited directly or indirectly from the issuance of the Notes or borrowing under the Credit Agreement.  The determination of whether a Subsidiary Guarantor was or was rendered “insolvent” when it entered into its guarantee will vary depending on the law of the jurisdiction being applied.  Generally, an entity would be considered insolvent if the sum of its debts (including contingent or unliquidated debts) is greater than the fair market value of its assets, if the present fair salable value of its assets is less than the amount that will be required to pay its probable liability on its existing debts, including contingent or unliquidated debts, as they become absolute and matured or if it is unable to pay its debts.

If a court cancelled a Subsidiary Guarantor’s guarantee, you would no longer have a claim against that Subsidiary Guarantor or its assets.  Our assets and the assets of the remaining Subsidiary Guarantors may not be sufficient to pay amounts then due under the Notes.

The Notes will be guaranteed by each of our wholly-owned domestic subsidiaries that is a borrower or guarantees the Credit Agreement or any indebtedness that refinances the Credit Agreement.  If such a subsidiary is released from its guarantee of the Credit Agreement or such other indebtedness, it will automatically be released from its guarantee of the Notes.

The Notes will be guaranteed by each of our wholly-owned domestic subsidiaries that is a borrower or guarantees the Credit Agreement or any indebtedness that refinances the Credit Agreement.  If such a subsidiary is released from its guarantee of the Credit Agreement or such other indebtedness, it will automatically be released

14

Table of Contents

from its guarantee of the Notes without the consent of the holders of the Notes.  The Credit Agreement provides that a subsidiary guarantee may be released under certain circumstances.  For example, our Credit Agreement: (i) permits our Subsidiary Guarantors to enter into certain permitted transactions as a result of which such Subsidiary Guarantor ceases to be a subsidiary and (ii) allow us to designate any of our subsidiaries as an unrestricted subsidiary or excluded project subsidiary so long as certain conditions are satisfied, the effect of which, in each case, would be to release such subsidiary from its guarantee obligations or to not require a guarantee from such subsidiary.  See “Description of the Exchange Notes—Subsidiary Guarantees.”

Changes in the public debt ratings of the Notes may materially and adversely alter the cost and the terms and conditions of our future financings and the value and liquidity of the Notes.

The Notes will be, and any of our future debt instruments may be, publicly rated by Standard & Poor’s and Moody’s, which are independent rating agencies.  These public debt ratings may affect our ability to incur debt in the future.  Any future downgrading of ratings assigned to the Notes, our other debt instruments or Dynegy by either rating agency may affect the cost and terms and conditions of our future financings and could adversely affect the value and liquidity of the Notes.

15

Table of Contents

USE OF PROCEEDS

We will not receive any proceeds from the exchange offer.  Any Old Notes that are validly tendered and exchanged pursuant to the exchange offer will be retired and cancelled.  Accordingly, issuance of the Exchange Notes will not result in any change in our capitalization.

16

Table of Contents

RATIO OF EARNINGS TO FIXED CHARGES

The following table presents our ratio of earnings to fixed charges for the historical periods indicated.

(1)         For purposes of computing the ratio of earnings to fixed charges, “earnings” are defined as pre-tax income from continuing operations before adjustment for earnings from equity investments plus fixed charges. “Fixed charges” consist of interest, whether capitalized or expensed (excluding the effect of interest rate swaps), amortization of debt expense and the estimated interest component of rent expense.

(2)         For the years ended December 31, 2009, 2010, 2011, for the period from October 2 through December 31, 2012 and the nine months ended September 30, 2013 earnings were insufficient to cover fixed charges by (in millions) $1,107, $406, $587, $113 and $289, respectively.

17

Table of Contents

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 nine months ended September 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 nine months ended September 30, 2013.  The unaudited pro forma condensed consolidated balance sheet is presented as of September 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 nine months ended September 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”), DH merged with and into Dynegy, with Dynegy continuing as the surviving legal entity.  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 December 2, 2013, pursuant to the terms of the definitive agreement dated as of March 14, 2013 (the “AER Transaction Agreement”) by and between IPH and Ameren, IPH completed its acquisition from Ameren 100 percent of New AER for no cash or stock consideration. Pursuant to the AER Transaction Agreement, IPH indirectly acquired New AER’s subsidiaries, including (i) Genco, (ii) AERG, (iii) Ameren Energy Fuels and Services Company and (iv) AEM. Dynegy has provided a limited guaranty of certain obligations of IPH up to $25 million (the “Limited Guaranty”) as described below.

On December 2, 2013, prior to the completion of the AER Acquisition, IPH and Ameren entered into an amendment to the AER Transaction Agreement, in the form of a letter agreement (the “Letter Agreement”). The Letter Agreement, among other things, (i) identified additional post-closing credit support Ameren is to provide to IPH pursuant to the terms therein, (ii) provided that Ameren will be obligated to pay an additional amount of between $25 million and $35 million with respect to certain disputed wholesale customer contracts, (iii) provided that Ameren would cause an additional approximately $4 million of cash, in aggregate, to be retained at AEM, (iv) provided that Ameren will be contingently liable up to approximately $4 million with respect to certain railroad lease termination fees, (v) requires Ameren to maintain and continue certain guarantees in connection with certain existing contractual obligations, pursuant to the terms therein, and (vi) requires Ameren to provide post-closing litigation support to IPH in connection with certain disputes under specified contracts.

The transaction did not include AER’s gas-fired power generation facilities: Elgin, Gibson City and Grand Tower (the “Put Assets”).  AERG, Genco and Medina Valley, a former affiliate of AER that IPH did not acquire in the transaction, entered into an amendment to a put option agreement (the “Put Option Agreement”) whereby the Put Assets were to be sold by Genco, subject to approval by FERC, to Medina Valley for a minimum of $133 million (the “Put Transaction”).  On October 11, 2013, the Put Transaction was consummated following receipt of approval of FERC under Section 203 of the Federal Power Act, as amended (“FERC Approval”).  Pursuant to the AER Transaction Agreement, Ameren will cause Medina

18

Table of Contents

Valley to pay Genco minimum after-tax proceeds of approximately $138 million. Additionally, Genco may receive after-tax net proceeds realized in excess of $138 million following the closing of the sale of the Put Assets by Medina Valley to Rockland Capital.

In connection with the AER Acquisition, Ameren will retain certain historical obligations of AER and its subsidiaries, including certain historical environmental and tax liabilities.  Genco’s approximately $825 million in aggregate principal amount of 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.  Additionally, Ameren is required to maintain its existing credit support, including all of its collateral obligations with respect to AEM, for a period not to exceed two years.

In addition to the Put Transaction proceeds, Ameren was required at closing to ensure that a minimum of $85 million of cash, plus approximately $8 million primarily for the proceeds of certain real estate sales, was available at New AER and its subsidiaries.  Approximately $70 million of cash, plus the proceeds of the Put Transaction described above are held at Genco.

Each party has agreed to indemnify the other for breaches of representations and warranties, breaches of covenants and certain other matters, subject to certain exceptions.

Concurrently with the execution of the AER Transaction Agreement, Dynegy entered into the Limited Guaranty, capped at $25 million in favor of Ameren, pursuant to which we guaranteed payout by IPH of any required termination fee and, for a period of two years after the closing (subject to certain exceptions), up to $25 million with respect to IPH’s indemnification obligations and certain reimbursement obligations under the AER Transaction Agreement.

We are required to record the assets and liabilities acquired in the AER Acquisition at their estimated fair values as of the closing date. We have not yet completed our analysis of the fair value of New 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 Pro Forma Financial Information included herein.

·                  Credit Agreement. On April 23, 2013, Dynegy entered into a $1.775 billion credit agreement that consisted 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 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.

19

Table of Contents

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.

The $500 million of borrowings under the Senior Notes were used to repay in full and terminate commitments under the B-1 Term Loan discussed above.

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 September 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.

20

Table of Contents

Pro Forma Financial Information — Unaudited Pro Forma Condensed Consolidated Statements 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 condensed consolidated statements 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.

21

Table of Contents

DYNEGY INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

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

22

Table of Contents

DYNEGY INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS