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Dynegy Establishes Joint Venture with LS Power

Dynegy Inc. Transaction to Create Leading Merchant Power Generator with Proven Asset Development Platform and Multiple Value Drivers. Combination of Dynegy's and LS Power's complementary operating assets to create a portfolio consisting of more than 20, 000 megawatts of generating capacity concentrated in Midwest, Northeast and Western U.S. Transaction will be immediately and increasingly accretive to Dynegy's free cash flow, enhances financial stability through favorable contracted sales from LS Power's generation fleet, and allows for rapid deleveraging of LS Power's project debt to shift value to Dynegy's common stockholders

50 percent ownership interest in a development joint venture with LS Power will provide significant organic growth prospects through greenfield development, expansion and repowering opportunities, coupled with proven execution capabilities. Dynegy Chairman and Chief Executive Officer Bruce A. Williamson and the rest of Dynegy's Executive Management Team to lead combined company. Combined company to retain Dynegy Inc. name and remain headquartered in Houston

LS Power to have 40 percent equity ownership in Dynegy, aligning its interests with public shareholders; Chevron to support the transaction and significantly reduce its percentage ownership as a result of the combination. Dynegy Inc. and LS Power Group, a privately held power plant investor, developer and manager, today announced that the companies have executed a definitive agreement to combine Dynegy's current assets and operations with LS Power Group's generation portfolio, and for Dynegy to acquire a 50 percent ownership interest in a development joint venture with LS Power. Under the terms of the transaction, LS Power will receive 340 million shares of Dynegy common stock plus $100 million in cash and a $275 million Dynegy Inc. note. The combined entity will also assume approximately $1.8 billion in net debt from LS Power.

The transaction will create a combined company with more than 20, 000 megawatts comprised of 31 power plants in 15 states. In addition to creating a company with significant scale and scope in three key geographic regions, these complementary assets balance Dynegy's generation mix, adding intermediate combined-cycle capacity to an existing portfolio that largely consists of baseload and peaking assets. The company's expanded portfolio will also include a controlling interest in the Plum Point facility in Arkansas, the only coal-fired plant in the country currently under construction by an independent power producer.

The development joint venture will provide Dynegy with a 50 percent ownership interest in an established growth vehicle. The joint venture will immediately own a pipeline of nine greenfield projects totaling more than 7, 600 megawatts in various stages of development and approximately 2, 300 megawatts of repowering opportunities.



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