Business & Finance
Business and Finance
Business and Finance
Tue, January 11, 2011 NRG Energy, Inc. Announces Cash Tender Offer for Any and All of Its Outstanding 7.250% Senior Notes Due 2014
PRINCETON, N.J.--([ BUSINESS WIRE ])--NRG Energy, Inc. (NYSE: NRG), announced that it has commenced a tender offer to purchase any and all of its outstanding $1.2billion in aggregate principal amount of 7.250% Senior Notes due 2014 (the a2014 Notesa) through a cash tender offer with the net proceeds from NRGa™s concurrent private placement of $1.2billion in aggregate principal amount of Senior Notes due 2018 (the aNew Notesa), which was also announced today by NRG. The tender offer is being made pursuant to an offer to purchase and a related letter of transmittal, each dated as of January 11, 2011. The tender offer will expire at 11:59 p.m., New York City time, on February 8, 2011 (as such time and date may be extended, the aexpiration datea).
In connection with the tender offer, NRG is soliciting the consents of holders of the 2014 Notes to certain proposed amendments to the indenture governing the 2014 Notes (the aindenturea). The primary purpose of the consent solicitation and proposed amendments is to eliminate substantially all of the restrictive covenants and certain events of default and related provisions. NRG intends to redeem any 2014 Notes that remain outstanding after the consummation of the tender offer as promptly as practicable after the expiration date in accordance with the terms of the indenture, as such indenture is amended pursuant to the proposed amendments.
Under the terms of the tender offer, holders of the 2014 Notes who validly tender and do not validly withdraw their 2014 Notes and consents prior to 5:00 p.m. New York City time on January 25, 2011 (as such time and date may be extended, the aconsent datea) will receive the atotal considerationa of $1,020.63 per $1,000 principal amount of notes, which includes the consent payment of $20.00 per $1,000 principal amount of notes, plus an amount equal to any accrued and unpaid interest up to, but not including, the initial payment date. Holders of the 2014 Notes who validly tender their 2014 Notes after the consent date but on or before the expiration date will receive only the atender considerationa of $1,000.63 per $1,000 principal amount of notes, plus an amount equal to any accrued and unpaid interest up to, but not including, the final payment date. Holders of notes tendered after the consent date will not receive the consent payment.
This press release does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the 2014 Notes, nor does it constitute an offer to sell, or a solicitation of an offer to buy, any security, including the New Notes, nor does it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
The tender offer is contingent upon the satisfaction of certain conditions, including the condition thatNRG shall have raised at least $1.2 billion in gross proceeds from an offering of the New Notes on or prior to the initial payment date. Adoption of the proposed amendments is not a condition to the obligation of NRG to purchase the 2014 Notes under the tender offer. Full details of the terms and conditions of the tender offer and consent solicitation are included in NRGa™s offer to purchase and consent solicitation, dated January 11, 2011.
Requests for documents relating to the tender offer and consent solicitation may be directed to Global Bondholder Services Corporation, the Information Agent, at (866) 389-1500 (Toll-Free) or (212) 430-3774 (Collect). J.P. Morgan Securities LLC will act as Dealer Manager and Solicitation Agent for the tender offer and the consent solicitation. Questions regarding the tender offer and consent solicitation may be directed to J.P. Morgan Securities LLC at (866) 834-4666 (Toll-Free) or (212) 834-3424 (Collect).
NRG Energy, Inc., a Fortune 500 company headquartered in Princeton, New Jersey, owns and operates one of the countrya™s largest and most diverse power generation portfolios. NRGa™s retail businesses, Reliant Energy and Green Mountain Energy Company, combined serve more than 1.8 million residential, business, commercial and industrial customers.
Forward-Looking Statements
This communication contains forward-looking statements that may state NRGa™s or its managementa™s intentions, beliefs, expectations or predictions for the future. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, and typically can be identified by the use of words such as awill,a aexpect,a aestimate,a aanticipate,a aforecast,a aplan,a abelievea and similar terms. Although NRG believes that its expectations are reasonable, it can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated above include, among others, risks and uncertainties related to the capital markets generally and whether NRG will offer the notes or consummate the offering, the anticipated terms of the notes, and the anticipated use of proceeds.
The foregoing review of factors that could cause NRGa™s actual results to differ materially from those contemplated in the forward-looking statements included herein should be considered in connection with information regarding risks and uncertainties that may affect NRGa™s future results included in NRGa™s filings with the SEC at [ www.sec.gov ].
