Dynegy Increases Tender Offer Cap Amount

HOUSTON–(BUSINESS WIRE)–Dynegy Inc. (NYSE:DYN) (we, us, our or Dynegy) increased the aggregate
principal amount of its outstanding 6.75% senior notes due 2019
(Securities) that it is offering to purchase pursuant to its previously
announced tender offer (Tender Offer) from $1.2 billion to $1.25 billion
(as so increased, the Tender Cap Amount).

Except as set forth above, the terms and conditions of the Tender Offer
described in the Offer to Purchase, dated August 7, 2017 (Offer to
Purchase), remain unchanged. Holders of the Securities are urged to
carefully read the Offer to Purchase before making any decision with
respect to the Tender Offer.

The Tender Offer is scheduled to expire at 11:59 p.m., New York City
time, on September 1, 2017 (such date and time, as it may be extended by
us, the Expiration Date).

The following table summarizes the pricing terms of the Tender Offer:

The total consideration for each $1,000 principal amount of Securities
validly tendered at or prior to 5:00 p.m., New York City time, on August
18, 2017 (such date and time, as it may be extended by us, the Early
Tender Date), and accepted for purchase pursuant to the Tender Offer,
will be the total consideration set forth in the table above (Total
Consideration). The Total Consideration includes the early tender
premium for the Securities also set forth in the table above (Early
Tender Premium). Holders must validly tender and not subsequently
validly withdraw their Securities at or prior to the Early Tender Date
in order to be eligible to receive the Total Consideration for such
Securities purchased in the Tender Offer.

Subject to the terms and conditions of the Tender Offer, each holder who
validly tenders and does not subsequently validly withdraw their
Securities at or prior to the Early Tender Date will be entitled to
receive the Total Consideration, plus accrued and unpaid interest up to,
but not including, the applicable Settlement Date (as defined below).
Holders who validly tender their Securities after the Early Tender Date
but at or prior to the Expiration Date will be entitled to receive the
tender offer consideration equal to the Total Consideration less the
Early Tender Premium (Tender Offer Consideration), plus accrued and
unpaid interest up to, but not including, the applicable Settlement
Date, if and when such Securities are accepted for payment.

Dynegy reserves the right but is under no obligation, at any point
following the Early Tender Date and before the Expiration Date, to
accept for purchase any Securities validly tendered at or prior to the
Early Tender Date (Early Settlement Date), subject to the Tender Cap
Amount. The Early Settlement Date will be determined at our option and
is currently expected to occur on the business day following the Early
Tender Date. Irrespective of whether we choose to exercise our option to
have an Early Settlement Date, we will purchase any remaining Securities
that have been validly tendered by the Expiration Date and that we
choose to accept for purchase, subject to the Tender Cap Amount, on a
date promptly following the Expiration Date (Final Settlement Date and,
each of the Early Settlement Date and Final Settlement Date, a
Settlement Date). The Final Settlement Date is expected to occur on the
business day following the Expiration Date.

If the aggregate principal amount of Securities validly tendered in the
Tender Offer exceeds the Tender Cap Amount, we will accept such
Securities on a pro rata basis. Dynegy reserves the right to increase or
decrease the Tender Cap Amount, at any time, subject to compliance with
applicable law without extending withdrawal rights.

Securities tendered may be withdrawn from the Tender Offer at or prior
to, but not after, 5:00 p.m., New York City time, on August 18, 2017,
unless extended, by following the procedures described in the Offer to
Purchase.

The Tender Offer is not conditioned upon any minimum amount of
Securities being validly tendered. Our obligation to accept for payment
and to pay for the Securities in the Tender Offer is subject to the
satisfaction or waiver of a number of conditions as described in the
Offer to Purchase, including the consummation of a concurrent notes
offering on terms satisfactory to Dynegy (Financing Transaction). We
reserve the right, subject to applicable law, to waive any one or more
of the conditions with respect to the Tender Offer at any time.

We have issued a conditional notice of redemption to redeem $1.25
billion of the Securities, less the aggregate principal amount of
Securities purchased by us in the Tender Offer, conditioned upon the
completion of the Financing Transaction. The redemption is expected to
occur on September 6, 2017. The Securities are currently redeemable at a
price of 103.375% of the aggregate principal amount thereof plus accrued
and unpaid interest. This news release does not constitute a notice of
redemption of the Securities.

We have engaged Goldman Sachs & Co. LLC to act as the Dealer Manager and
D.F. King & Co., Inc. to act as both the Information Agent and the
Tender Agent in connection with the Tender Offer. Questions regarding
the Tender Offer may be directed to Goldman Sachs & Co. LLC at
800.828.3182 (toll free) or 212.357.1057 (collect). Requests for the
Offer to Purchase may be directed to D.F. King & Co., Inc. at
866.828.6934 (toll free) or 212.269.5550 (collect) or by email at [email protected].

Dynegy is making the Tender Offer only by, and pursuant to, the terms of
the Offer to Purchase. None of Dynegy, our Board of Directors, the
Dealer Manager, the Tender Agent, or the Information Agent is making any
recommendation as to whether holders should tender any Securities in the
Tender Offer. Holders must make their own decision as to whether to
tender any of their Securities, and, if so, the principal amount of
Securities to tender. The Tender Offer is not being made to holders of
Securities in any jurisdiction or in any circumstances in which such
offer or solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Tender Offer to be made
by a licensed broker or dealer, the Tender Offer will be deemed to be
made on behalf of us by the Dealer Manager or one or more registered
brokers or dealers licensed under the laws of such jurisdiction.

This news release does not constitute an offer to purchase securities or
a solicitation of an offer to sell any securities or an offer to sell or
the solicitation of an offer to purchase any new securities, nor does it
constitute an offer or solicitation in any jurisdiction in which such
offer or solicitation is unlawful.

ABOUT DYNEGY

At Dynegy, we generate more than just power for our customers. We are
committed to being a leader in the electricity sector. Throughout the
Northeast, Mid-Atlantic, Midwest and Texas, Dynegy operates power
generating facilities capable of producing more than 28,000 megawatts of
electricity—or enough energy to power about 22 million American homes.
We’re proud of what we do, but it’s about much more than just output.
We’re always striving to generate power safely and responsibly for our
wholesale and retail electricity customers who depend on that energy to
grow and thrive.

FORWARD-LOOKING STATEMENTS

In addition to historical information, this news release includes
statements reflecting assumptions, expectations, projections,
intentions, or beliefs about future events that are intended as
“forward-looking statements” within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. Words such as
“anticipate,” “estimate,” “project,” “forecast,” “plan,” “may,” “will,”
“should,” “expect,” and other words of similar meaning, or the negative
of those expressions, may identify 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. Discussion of risks and uncertainties
that could cause actual results to differ materially from current
projections, forecasts, estimates and expectations of Dynegy is
contained in Dynegy’s filings with the Securities and Exchange
Commission. Specifically, Dynegy makes reference to, and incorporates
herein by reference, the section entitled “Risk Factors” in its 2016
Form 10-K and subsequent Form 10-Qs. Any or all of Dynegy’s
forward-looking statements may turn out to be wrong. They can be
affected by inaccurate assumptions or by known or unknown risks,
uncertainties and other factors, many of which are beyond Dynegy’s
control.

All forward-looking statements contained in this news release are
qualified in their entirety by this cautionary statement. We undertake
no obligation to update any forward-looking statements. Forward-looking
statements speak only as of the date they are or were made, and we do
not intend to update any forward-looking statements in order to reflect
any event or circumstance occurring after the date of this news release,
currently unknown facts or conditions or the occurrence of unanticipated
events, except as required by law.

Contacts

Dynegy Inc.
Media:
Julius Cox, 713-767-5800
or
Analysts:
713-507-6466