GenOn Energy, Inc. Announces Pricing and Increases Amount of Offering of Senior Secured First Lien Notes
May 04 2017 - 9:25PM
Business Wire
GenOn Energy, Inc. (“GenOn”), a wholly-owned subsidiary of NRG
Energy, Inc. (NYSE:NRG), has priced and increased the amount of its
previously announced offering to $550 million in aggregate
principal amount of 10.500% senior secured first lien notes due
2022 (the “New Notes”). The New Notes will be senior first-priority
secured obligations of GenOn and will be guaranteed by its existing
and future restricted subsidiaries that guarantee GenOn’s existing
revolving credit facility.
The New Notes will mature on June 1, 2022. The offering is
expected to close on May 8, 2017, subject to customary
conditions.
The New Notes will be initially issued by a special purpose
limited liability company (the “Escrow Issuer”) which will not be
an affiliate of GenOn, and the proceeds of the offering will be
deposited in a segregated escrow account until the date on which
certain escrow conditions are satisfied and the escrow proceeds are
released (the “Escrow Conditions”). Concurrent with the
satisfaction of the Escrow Conditions, the Escrow Issuer will merge
with and into GenOn and GenOn will be the surviving entity and
assume all of the obligations of the Escrow Issuer under the notes
and the indenture governing the notes by operation of law (the
“Merger”).
Upon the consummation of the Merger, GenOn will use the net
proceeds from the offering, together with cash on hand, to redeem
or discharge its outstanding 7.875% senior notes due 2017 (the
“2017 Senior Notes”) in accordance with their terms and to pay fees
and expenses related to the offering of the New Notes.
The New Notes will be subject to a special mandatory redemption,
at a redemption price equal to 104% of the aggregate principal
amount of the New Notes plus accrued interest to, but not
including, the redemption date, if the Escrow Conditions are not
satisfied or if GenOn, in its sole discretion, otherwise determines
to redeem the New Notes on or prior to June 14, 2017.
The New Notes and related guarantees are being offered only (1)
in the United States to qualified institutional buyers in reliance
on Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), and (2) outside the United States in offshore
transactions to non-U.S. persons in compliance with Regulation S
under the Securities Act. The New Notes and related guarantees have
not been registered under the Securities Act or the securities laws
of any other jurisdiction and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements. This notice is issued pursuant to
Rule 135c under the Securities Act, and does not constitute an
offer to sell, or a solicitation of an offer to purchase, the New
Notes.
Forward-Looking Statements
This communication contains forward-looking statements that may
state GenOn 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 GenOn 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 the Escrow Issuer will offer the New Notes, whether the
Escrow Conditions are satisfied and the proposed Merger is
consummated so that the offering is completed, the anticipated
terms of the New Notes and the anticipated use of proceeds.
The foregoing review of factors that could cause GenOn’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 GenOn’s future results included in GenOn’s filings with
the SEC at www.sec.gov.
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version on businesswire.com: http://www.businesswire.com/news/home/20170504006875/en/
For GenOn Energy, Inc.Media:Marijke Shugrue,
609.524.5262orInvestors:Kevin Cole, 609.524.4526orLindsey Puchyr,
609.524.4527
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