NRG Energy, Inc. Announces Cash Tender Offer for Any and All of Its Outstanding 6.625% Senior Notes Due 2023
November 09 2017 - 7:43AM
Business Wire
NRG Energy, Inc. (NYSE:NRG) announced that it has commenced a
tender offer to purchase any and all of the approximately $869.2
million outstanding aggregate principal amount of its 6.625% senior
notes due 2023 (the “2023 Notes”) through a cash tender offer with
the net proceeds from NRG’s concurrent private placement of $870
million in aggregate principal amount of senior notes due 2028 (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 November 9, 2017. The
tender offer will expire at 11:59 p.m., New York City time, on
December 8, 2017 (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 2023 Notes to certain proposed
amendments to the indentures governing the 2023 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, and to reduce the notice period required for optional
redemption of the 2023 Notes. NRG intends to redeem any 2023 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 2023 Notes
that validly tender and do not validly withdraw their 2023 Notes
and consents prior to 5:00 p.m. New York City time on November 24,
2017 (as such time and date may be extended, the “consent date”)
will receive the “total consideration” of $1,036.25 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 2023 Notes that validly tender
their 2023 Notes after the consent date but on or before the
expiration date will receive only the “tender offer consideration”
of $1,006.25 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 press release does not constitute a notice of redemption
under the optional redemption provisions of the indentures
governing the 2023 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 $870 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 2023 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 November 9, 2017.
Requests for documents relating to the tender offer and consent
solicitation may be directed to D.F. King & Co., Inc., the
Information Agent, at (800) 269-6427 (Toll-Free) or (212) 269-5550.
Citigroup Global Markets Inc. and Credit Agricole Securities (USA)
Inc. will act as Dealer Managers and Solicitation Agents 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 388 Greenwich Street, 7th Floor, New York,
New York 10013, Attn: Liability Management Group, (800) 558-3745
(U.S. Toll-Free) or (212) 723-6106 (Collect), or to Credit Agricole
Securities (USA) Inc. at 1301 Avenue of the Americas, New York, New
York 10019, Attn: Debt Capital Markets, (866) 807-6030 (U.S.
Toll-Free) or (212) 261-7802 (Collect).
About NRG
NRG is the leading integrated power company in the U.S., built
on the strength of our diverse competitive electric generation
portfolio and leading retail electricity platform. A Fortune 500
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 implement sustainable
solutions for producing and managing energy, developing smarter
energy choices and delivering exceptional service as our retail
electricity providers serve almost three 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 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20171109005724/en/
NRG Energy, Inc.Media:Sheri
Woodruff609.524.4608orMarijke
Shugrue609.524.5262orInvestors:Kevin L. Cole,
CFA609.524.4526orLindsey Puchyr609.524.4527
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