Filing Details

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

 

 

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.

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON

 

PN

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON

 

PN

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON

 

CO

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON

 

OO

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON

 

OO

CUSIP No. 26817R108

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.

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:

CUSIP No. 26817R108

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.

CUSIP No. 26817R108

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

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

Page 27 of 32

CUSIP No. 26817R108

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

CUSIP No. 26817R108

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

Page 30 of 32

CUSIP No. 26817R108

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

Page 32 of 32