NRG Energy, Inc. Announces Cash Tender Offer for its Outstanding 7.625% Senior Notes due 2018 & Partial Redemption of its Out...
October 04 2016 - 8:00AM
Business Wire
NRG Energy, Inc. (NYSE:NRG) announced today that it has
commenced a tender offer to purchase (the “Tender Offer”) its
7.625% senior notes due 2018 (the “2018 Notes”) for aggregate cash
consideration of up to $200.0 million (the “Tender Cap”) at a
purchase price determined in accordance with a modified “Dutch
auction.” NRG also announced today that it gave the required notice
under the indenture governing its 7.875% senior notes due 2021 (the
“2021 Notes”) to redeem for cash $192.5 million aggregate principal
amount of its 2021 Notes (the “Redemption”) on November 3, 2016
(the “Redemption Date”). The redemption price for the 2021 Notes
will be 103.938% of the principal amount of the 2021 Notes, plus
accrued and unpaid interest to the Redemption Date. The Tender
Offer and the Redemption will be financed with cash on hand.
The securities and other information related to the Tender Offer
are listed in the following table:
Title of Notes
CUSIP
Number/
ISIN
Principal Amount
Outstanding
(in millions)(1)
Total Consideration
Bid Range(2)(3)
Early
Participation
Amount(2)
Tender Cap
(in millions)
7.625% Senior Notes due 2018
629377BN1
$583.8
$1,055.00-1,077.50
$30.00
$200.0
________
(1) As of October 3, 2016 (2) Per $1,000
principal amount of 2018 Notes accepted for purchase. (3) Includes
the Early Participation Amount.
Pricing and acceptance in the Dutch auction will be determined
according to the procedures described in the offer to purchase. The
amounts of 2018 Notes that are purchased in the Tender Offer may be
prorated as set forth in the offer to purchase. Tenders of 2018
Notes at a premium outside the applicable bid price range will not
be accepted and will not be used in calculating the applicable
clearing premium. 2018 Notes tendered on or before the Early
Participation Date (as defined below) will have priority in
acceptance over 2018 Notes tendered after the Early Participation
Date. NRG reserves the right, but is under no obligation, to
increase the Tender Cap without extending withdrawal rights, except
as required by law.
Holders who validly tender (and do not validly withdraw) their
2018 Notes prior to 5:00 p.m., New York City time, on October 18,
2016 (as such time and date may be extended, the “Early
Participation Date”) will be eligible to receive the Total
Consideration listed in the table above, which includes the “Early
Participation Amount” of $30.00 per $1,000 principal amount of 2018
Notes accepted for purchase. Holders who validly tender their 2018
Notes after the Early Participation Date and on or prior to the
Expiration Date (as defined below) will only be eligible to receive
the Total Consideration less the Early Participation Amount. In
addition, holders whose 2018 Notes are accepted for purchase will
receive a cash payment in an amount equal to any accrued and unpaid
interest up to, but not including, the applicable payment date.
Following the Early Participation Date and prior to the
Expiration Date, NRG may, but is not obligated to, elect to accept
for purchase any 2018 Notes validly tendered (and not validly
withdrawn) on or prior to the Early Participation Date (the “Early
Payment Date”), subject to the Tender Cap, provided that all
conditions to the Tender Offer has been satisfied or waived by NRG.
The Early Payment Date will be determined at NRG’s option and is
currently expected to occur on October 19, 2016. The final payment
date, if applicable, will occur promptly following the Expiration
Date (as defined below).
The Tender Offer will expire at 11:59 p.m., New York City time,
on November 1, 2016 (as such time and date may be extended, the
“Expiration Date”). Tendered 2018 Notes may be withdrawn at any
time prior to 5:00 p.m., New York City time, on October 18,
2016.
The Tender Offer is subject to the satisfaction or waiver of
certain conditions. The Tender Offer is being made pursuant to an
offer to purchase and a related letter of transmittal, each dated
as of October 4, 2016. The company may amend, extend or terminate
the Tender Offer in its sole discretion and subject to applicable
law.
Requests for documents relating to the tender offer may be
directed to D.F. King & Co., Inc., the Information Agent, at
(800) 269-6427 (Toll-Free) or (212) 269-5550 (Collect) or by email
at nrg@dfking.com. Credit Suisse will act as Dealer Manager for the
tender offer. Questions regarding the tender offer may be directed
to the Information Agent or to Credit Suisse at (800) 820-1653
(U.S. Toll-Free) or (212) 325-2476 (Collect).
This press release does not constitute a notice of redemption
under the optional redemption provisions of the indentures
governing the 2018 Notes or the 2021 Notes, nor does it constitute
an offer to sell, or a solicitation of an offer to buy, any
security, nor does it constitute an offer, solicitation or sale in
any jurisdiction in which such offer, solicitation or sale is
unlawful.
About NRG
NRG is the leading integrated power company in the U.S., built
on the strength of the nation’s largest and most diverse
competitive electric generation portfolio and leading retail
electricity platform. A Fortune 200 company, NRG creates value
through best in class operations, reliable and efficient electric
generation, and a retail platform serving residential and
commercial businesses. Working with electricity customers, large
and small, we continually innovate, embrace and implement
sustainable solutions for producing and managing energy. We aim to
be pioneers in developing smarter energy choices and delivering
exceptional service as our retail electricity providers serve
almost 3 million residential and commercial customers throughout
the country.
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.
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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20161004005530/en/
NRG Energy, Inc.Media:Karen Cleeve609.524.4608orMarijke
Shugrue609.524.5262orInvestors:Kevin L. Cole,
CFA609.524.4526orLindsey Puchyr609.524.4527
NRG Energy (NYSE:NRG)
Historical Stock Chart
From Aug 2024 to Sep 2024
NRG Energy (NYSE:NRG)
Historical Stock Chart
From Sep 2023 to Sep 2024