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Tue, September 11, 2012

CORRECTING and REPLACING NRG Energy, Inc. Announces Cash Tender Offer for Any and All of Its Outstanding 7.375% Senior Notes Du


Published on 2012-09-11 09:02:33 - Market Wire
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PRINCETON, N.J.--([ ])--The news release dated September 10, 2012 incorrectly stated the consent date as September 18, 2012. The correct date is September 21, 2012. This corrected release replaces the original release.

The corrected release reads:

NRG Energy, Inc. Announces Cash Tender Offer for Any and All of Its Outstanding 7.375% Senior Notes Due 2017

NRG Energy, Inc. (NYSE: NRG), announced that it has commenced a tender offer to purchase any and all of its outstanding $1.09billion in aggregate principal amount of 7.375% senior notes due 2017 (the 2017 notes) through a cash tender offer with the net proceeds from NRGas concurrent private placement of $990million in aggregate principal amount of senior notes due 2023 (the new notes), which was also announced today by NRG, as well as with cash on hand. The tender offer is being made pursuant to an offer to purchase and a related letter of transmittal, each dated as of September 10, 2012. The tender offer will expire at 11:59 pm eastern time, on October 5, 2012 (as such time and date may be extended, the expiration date).

In connection with the tender offer, NRG is soliciting the consents of holders of the 2017 notes to certain proposed amendments to the indenture governing the 2017 notes (the indenture). 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 2017 notes that remain outstanding after the expiration 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 2017 notes that validly tender and do not validly withdraw their 2017 notes and consents prior to 5:00 pm eastern time on September 21, 2012 (as such time and date may be extended, the consent date) will receive the total consideration of $1,041.25 per $1,000 principal amount of notes, which includes the consent payment of $30.00 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 2017 notes that validly tender their 2017 notes after the consent date but on or before the expiration date will receive only the tender offer consideration of $1,011.25 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 news release does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the 2017 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 $990 million in gross proceeds from the 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 2017 notes under the tender offer. Full details of the terms and conditions of the tender offer and consent solicitation are included in NRGas offer to purchase and consent solicitation, dated September 10, 2012.

Requests for documents relating to the tender offer and consent solicitation may be directed to Global Bondholder Services Corporation, the Information Agent, at (866) 488-1500 (Toll-Free) or (212) 430-3774 (Collect). BofA Merrill Lynch 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 BofA Merrill Lynch at (888) 292-0070 (Toll-Free) or (980) 387-3907 (Collect).

NRG Energy, Inc., a Fortune 500 company headquartered in Princeton, New Jersey, owns and operates one of the countryas largest and most diverse power generation portfolios.

Forward-Looking Statements

This communication contains forward-looking statements that may state NRGas or its managementas 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 New Notes or consummate the offering, the anticipated terms of the New Notes and the anticipated use of proceeds.

The foregoing review of factors that could cause NRGas 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 NRGas future results included in NRGas filings with the SEC at [ www.sec.gov ].

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