Ameren to divest merchant power generation business

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Ameren Corp. entered into a definitive agreement to divest its merchant generation business, Ameren Energy Resources Co. (AER), to an affiliate of Dynegy Inc. (DYN).

AER consists primarily of Ameren Energy Generating Co. (Genco), including Genco's 80 percent ownership interest in Electric Energy, Inc.; AmerenEnergy Resources Generating Co. (AERG); and Ameren Energy Marketing Co.

The divestiture will not impact the electric and natural gas utility service provided by Ameren's rate-regulated businesses, Ameren Illinois and Ameren Missouri.

Total value benefits associated with the divestiture are estimated to be about $900 million for Ameren. This includes removal of the $825 million principal amount of Genco senior notes from Ameren's consolidated balance sheet and an estimated $180 million, at present value, of tax benefits expected to be substantially realized in 2015.

These benefits are partially offset by transaction-related costs and liabilities retained by Ameren. These liabilities include retention of certain employee retirement obligations.

In addition, Ameren will retain Genco's Meredosia and Hutsonville energy centers, which are no longer in operation, and related obligations. Further, Ameren will provide guarantees and collateral support, secured by AER assets and a $25 million Dynegy Inc. guarantee, for up to 24 months for certain existing contracts. Ameren will receive no cash proceeds as a result of this transaction.

Genco's existing senior notes will remain outstanding after the transaction closes and will continue to be solely obligations of Genco.

Prior to entering into the divestiture agreement, the existing Genco put option agreement was amended and exercised. As a result, an affiliate of Ameren that is not a member of the divested group will acquire the Elgin, Gibson City and Grand Tower gas-fired energy centers prior to completion of the divesture transaction, subject to approval by the Federal Energy Regulatory Commission (FERC).

This Ameren affiliate will initially pay Genco the greater of $133 million or the appraised value of these assets. Should these assets be sold within two years of the divestiture, the after-tax proceeds realized in excess of the initial amount paid will be due to Genco. Ameren plans to put the three gas-fired energy centers up for sale as soon as reasonably practical.

The agreement also provides that the buyer will honor collective bargaining agreements for AER union employees and provide those AER management employees who continue to work for the buyer with competitive pay and benefits.

As a result of the planned divestiture, AER is expected to be classified as held for sale and reported as discontinued operations in Ameren's consolidated financial statements beginning in the first quarter of 2013. Ameren also expects to record an after-tax charge to earnings estimated to be in the range of $300 million to write down the carrying value of the divested business and expense transaction-related costs.

The transaction is subject to regulatory approvals, including from the FERC, and other customary conditions and is expected to be completed in the fourth quarter of 2013.

J.P. Morgan served as lead financial advisor and provided a fairness opinion to Ameren. Greenhill also provided a fairness opinion. Wachtell, Lipton, Rosen & Katz served as legal counsel.

St. Louis-based Ameren Corp. serves 2.4 million electric customers and more than 900,000 natural gas customers in a 64,000-square-mile area through our Ameren Missouri and Ameren Illinois rate-regulated utility subsidiaries. Ameren Illinois provides electric and natural gas delivery service while Ameren Missouri provides vertically integrated electric service, with generating capacity of 10,300 MW, and natural gas delivery service. Ameren Transmission develops regional electric transmission projects.

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