Dynegy
Dynegy Inc. is an electric company based in Houston, Texas. It owns and operates a number of power stations in the U.S., all of which are powered by fossil fuels. Dynegy was acquired by Vistra Corp on April 9, 2018. The company is located at 601 Travis Street in Downtown Houston. The company was founded in 1984 as Natural Gas Clearinghouse. It was originally an energy brokerage, buying and selling natural gas supplies. It changed its name to NGC Corporation in 1995 after entering the electrical power generation business.
The company adopted the name Dynegy in 1998. Dynegy maintained a rivalry with the Houston-based Enron energy and trading firm, which it initially agreed to buy in 2001, before withdrawing from the deal as the extent of wrongdoing by Enron emerged.
Dynegy nearly went bankrupt in 2002, and several executives were eventually convicted of financial fraud and mismanagement. Dynegy exited the energy trading business in 2002 and the natural gas supply business in 2005, focusing its efforts on electrical generation. The company has one major subsidiary, Dynegy Holdings. It also has three operating subsidiaries: GasCo, CoalCo, and the "stub group".
Dynegy Inc. was the subject of two unsuccessful takeover efforts in 2010. Its Dynegy Holdings subsidiary went bankrupt in November 2011, and Dynegy Inc. itself filed for bankruptcy protection on July 6, 2012. Its GasCo and CoalCo subsidiaries were unaffected by the bankruptcy filing. Dynegy emerged from bankruptcy on October 2, 2012. On April 9, 2018 Vistra Corp closed its acquisition of Dynegy following a determination by the Federal Energy Regulatory Commission that the $1.7 billion deal raised no competitive concerns.
Corporate predecessors
Natural Gas Clearinghouse
Natural Gas Clearinghouse was created in 1985 by Charles Watson; a consortium of natural gas pipeline companies that included Transco; investment bank Morgan Stanley; and the legal firm of Akin Gump Strauss Hauer & Feld. A major investor was Kenneth Lay, later the chief executive officer of the energy firm Enron. Its first headquarters was on the 40th floor of the Transco Tower in Houston, Texas. NGC was so successful that in 1985 Morgan Stanley bought out some of the other investors and took a majority stake in the company.NGC was purchased by Noble Affiliates, Inc. and Apache Corporation, independent oil and gas exploration and production companies, for a reported $50 million in 1989. In 1993, LG&E Energy Corporation took a stake in NGC, which by then was the largest independent natural gas marketing firm in the United States and had revenues of more than US$2 billion. NGC purchased Trident NGL in 1994 in a deal worth more than $750 million. That same year, it also established a partnership with Nova and British Gas, which gave both companies a financial stake in NGC.
NGC Corporation
Natural Gas Clearinghouse shortened its name to NGC Corporation in 1995 after its merger with Trident NGL closed. It became a publicly traded company on the New York Stock Exchange that same year. By 1996, it had grown to US$550 million in assets, and carried US$525 million in long-term debt. NGC Corporation also established several subsidiaries to enable it to enter the electrical generation, marketing, and sales areas. Electric Clearinghouse sold electricity, and the Energy Store marketed it. In August 1996, it purchased the natural gas gathering, marketing, and processing operations of Chevron Corporation. The latter deal gave Chevron a 29 percent stake in NGC. NGC followed that deal by buying Destec Energy for US$1.27 billion. The deal required NGC Corporation to sell Destec's power generation subsidiaries in Australia, Canada, the Dominican Republic, the Netherlands, and the United Kingdom for US$407 million, although NGC Corporation retained Destec's 20 domestic gas-fired power plants.Dynegy history
Growth
In June 1998, NGC Corporation changed its name to Dynegy, Inc. The company's original slogan was "We believe in people." Nova announced two months later that it was seeking to sell its stake in Dynegy. Dynegy bought Illinova Corporation in 1999 in a deal worth US$1.75 billion and the assumption of US$2.25 billion of Illinova Corp. debt. The deal also allowed Nova and British Gas to sell their stake in Dynegy.Dynegy also began branching into areas outside natural gas and electrical generation. In August 2000, the company announced that it had purchased Extant Inc., a broadband provider building a nationwide fiber optic network, for US$152.5 million.
Dynegy, along with Enron, El Paso Corporation, Reliant Energy, and several other energy companies, was accused of price manipulation and other fraudulent practices during the California electricity crisis in 2000 and 2001. The case against Dynegy was dismissed in 2003.
In 2001, Dynegy made a white knight US$8 billion takeover bid for Enron, which was saddled with $13 billion in debt and whose stock had plummeted. The deal began unraveling two weeks later as Enron revealed even larger financial losses and more debt than previously reported. Dynegy withdrew its merger offer on November 28. Enron sued Dynegy on December 2, the day after Enron declared bankruptcy. Enron attempted to sell off assets in an effort to stay afloat. On January 3, 2002, Dynegy successfully acquired Enron's Northern Natural Gas Company pipeline. NNGC was Enron's most lucrative pipeline asset and had been put up as collateral in return for Dynegy providing financing to Enron during merger talks.
Near-bankruptcy of 2002
Dynegy came close to bankruptcy in 2002. Investor pressure on energy stocks in the wake of the Enron collapse pushed Dynegy's stock price down 42 percent by late April. The company also admitted on April 26 that it made a large accounting error on a fuel contract, which further depressed the stock price 22 percent. Moody's Investors Service announced it was reviewing all US$4 billion of Dynegy debt. In financial distress, Dynegy successfully applied for a US$900 million line of credit. On May 1, the U.S. Securities and Exchange Commission opened a formal investigation into how Dynegy's "Project Alpha", an internal corporate initiative that allegedly inflated income from natural gas transactions and illegally structured business partnerships to avoid income. Two weeks later, the New York Times reported that Dynegy's Illinova subsidiary was part of the investigation. Illinova had formed a joint partnership named Catlin in January 2000 with a little-known investment company named Black Thunder. Catlin took over some of Illinova's electrical generating assets. Although Black Thunder put up almost 90 percent of the money to form Catlin, Dynegy was required to buy out Black Thunder's investment or sell off the assets if Catlin did not earn a specified high rate of return. On May 28, Dynegy founder, president, and chief executive officer Charles Watson resigned. Dynegy Inc. chairman Dan Dienstbier was named interim CEO. In mid-June, Dynegy reported that its first quarter income had fallen 80 percent. It also admitted that it had signed long-term power contracts that would not produce revenue for years to come; but it had charged the income to the current year's revenues in an attempt to bolster its bottom line. On June 19, Dynegy's chief financial office, Rob Doty, resigned. The following day, Dynegy shut down its online energy trading system.Dynegy was quickly approaching bankruptcy by late June 2002. On June 25, the company announced it would sell off assets in an attempt to raise US$2 billion in cash. Moody's downgraded the rating of the company's bonds to "junk" status on June 28. Dynegy announced it might need a financial partner to help it stabilize. After the July 23 announcement, the company's shares dropped 64 percent. Desperate for cash, Dynegy sold the Northern Natural Gas Company to MidAmerican Energy Holdings for $928 million on July 29. The sale saved Dynegy from bankruptcy.
Although Dynegy avoided bankruptcy, the fallout from the company's accounting practices continued throughout 2002. In August, former Dynegy controller and chief accounting officer Bradley P. Farnsworth sued the company, saying he'd been fired after refusing to help manipulate the company's financial statements in the summer of 2000. The company suspended its dividend on August 12. On September 3, interim chairman Glenn F. Tilton resigned in order to become chief executive officer of United Airlines. On September 24, Dynegy announced that it had agreed to pay a US$3 million fine for using the Catlin company and other business partnerships to hide losses and taxable income. It also admitted that it had engaged in "round-trip" trades, phony natural gas and electricity trades designed to mislead investors and other companies about the success of Dynegy's online trading operation. The company later fired five traders after the Commodity Futures Trading Commission discovered that Dynegy energy traders had supplied false prices to industry trade publications. The company later paid a US$5 million fine to the CFTC. Still needing cash, Dynegy sold its Hornsea natural gas storage site in the United Kingdom to help pay the fine.
Dynegy shuttered its online energy trading business for good on October 16, 2002. The closure led Dynegy to lay off 14 percent of its workforce, which left it with just 4,600 employees.
Several Dynegy executives were later convicted or indicted for their roles in Dynegy's near-collapse. In June 2003, Jamie Olis, Gene Foster, and Helen Sharkey, were indicted on numerous counts of mail and wire fraud. According to court documents, the three employees conceived of a plan in early 2001 to borrow money but make it look like operational revenue. A corporation known as ABG Gas Supply was created. ABG secured loans from Citigroup, Credit Suisse First Boston, and Deutsche Bank to buy natural gas at market prices. ABG then sold this gas at a discount to Dynegy, which resold it at market prices and booked a $300 million profit. ABG then bought natural gas at market prices, and sold it at a premium to Dynegy. The profits ABG booked were then used to repay the loans. Prosecutors accused Olis, Foster, and Sharkey of deceiving auditors, regulators, and other company executives regarding the transactions. Foster and Sharkey pleaded guilty two months later. Olis was found guilty in March 2004, and sentenced to 24 years in prison. In December 2003, three former executives at Nicor Energy LLC, were indicted for illegally manipulating that firm's income by US$11 million in 2001 to hide losses. Former chief financial officer Robert Doty agreed to pay a $376,650 fine in October 2007 for his role in helping to conceal the ABG Gas Supply scheme.
Shareholders, too, were unhappy with Dynegy's actions during the financial crisis. A class action lawsuit was filed against the company in 2002. In April 2005, Dynegy agreed to settle the lawsuit. Shareholders would be paid a total of US$468 million. To come up with the money, Dynegy paid out $250 million in cash and issued $68 million in stock to the plaintiffs. Its insurance companies paid another $150 million to the plaintiffs.