NRG Energy, Inc. Announces Cash Tender Offer for Any & All of Its Outstanding 8.50% Senior Notes Due 2019 & 7.625% Senior Not...
April 04 2014 - 1:31PM
Business Wire
NRG Energy, Inc. (NYSE:NRG), announced that it has commenced a
tender offer to purchase any and all of $298,548,000 in aggregate
principal amount of its outstanding 8.50% senior notes due 2019
(the “8.50% Notes”) and $708,522,000 in aggregate principal amount
of its outstanding 7.625% senior notes due 2019 (the “7.625% Notes”
and, together with the 8.50% Notes, the “2019 Notes”) through a
cash tender offer with the net proceeds from NRG’s concurrent
private placement of $1,000 million in aggregate principal amount
of senior notes due 2024 (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 offers to purchase and consent
solicitation statements and related letters of transmittal, each
dated as of April 4, 2014. The tender offer will expire at 11:59
p.m., New York City time, on May 1, 2014 (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 2019 Notes to certain proposed
amendments to the indentures governing the 2019 Notes (the
“indentures”). 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 2019 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 applicable indenture, as such indentures are amended
pursuant to the proposed amendments.
Under the terms of the tender offer, holders of the 8.50% Notes
that validly tender and do not validly withdraw their 8.50% Notes
and consents prior to 5:00 p.m. New York City time on April 17,
2014 (as such time and date may be extended, the “consent date”)
will receive the “total consideration” of $1,052.50 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 8.50% Notes that validly
tender their 8.50% Notes after the consent date but on or before
the expiration date will receive only the “tender offer
consideration” of $1,022.50 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.
Under the terms of the tender offer, holders of the 7.625% Notes
that validly tender and do not validly withdraw their 7.625% Notes
and consents prior to the consent date will receive the “total
consideration” of $1,042.00 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 7.625% Notes that validly tender their 7.625% Notes
after the consent date but on or before the expiration date will
receive only the “tender offer consideration” of $1,012.00 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 7.625% 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 indentures
governing the 2019 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 that NRG shall have raised at
least $1,000 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 2019 Notes under the tender offer. Full details of the
terms and conditions of the tender offer and consent solicitation
are included in NRG’s offers to purchase and consent solicitation
statements, dated April 4, 2014.
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). Citigroup Global Markets Inc. 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 Citigroup Global Markets
Inc. at 390 Greenwich Street, 1st Floor, New York, New York 10013,
Attn: Liability Management Group, (800) 558-3745 (U.S. Toll-Free)
or (212) 723-6106 (Collect).
NRG Energy, Inc., a Fortune 500 company headquartered in
Princeton, New Jersey, owns and operates one of the country’s
largest and most diverse power generation portfolios and serves
nearly three million retail electricity customers.
Forward-Looking Statements
This communication contains forward-looking statements that may
state NRG’s or its management’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 “will,”
“expect,” “estimate,” “anticipate,” “forecast,” “plan,” “believe”
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 NRG’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 NRG’s future results included in NRG’s filings with the
SEC at www.sec.gov.
NRG Energy, Inc.MediaKaren Cleeve, 609-524-4608orInvestorsChad
Plotkin, 609-524-4526Daniel Keyes, 609-524-4527
NRG Energy (NYSE:NRG)
Historical Stock Chart
From Mar 2024 to Apr 2024
NRG Energy (NYSE:NRG)
Historical Stock Chart
From Apr 2023 to Apr 2024