NRG Energy, Inc. (NYSE:NRG) today announced the early tender
results of its previously announced tender offer to purchase any
and all of the $869,200,000 outstanding aggregate principal amount
of its 6.625% senior notes due 2023 (the “2023 Notes”) with the net
proceeds from the issuance of the previously announced offering of
$870 million in aggregate principal amount of 5.75% senior notes
due 2028, together with cash on hand. The tender offer includes a
concurrent consent solicitation with respect to indenture
amendments that would significantly modify and remove certain
restrictive covenants in the indenture governing the 2023 Notes.
The table below sets forth the results of the tender offer and
consent solicitation, according to information provided by the
information agent, as of the early tender and consent deadline of
5:00 p.m., New York City time, on December 13, 2017 (the “Consent
Payment Deadline”).
Title of Notes
AggregatePrincipal
AmountOutstanding
Amount
ofNotesTendered
ApproximatePercentage of
NotesTendered andConsented
6.625% SeniorNotes due 2023
$869,200,000 $789,620,000
90.84%
On December 14, 2017, NRG will accept for purchase and pay for
all such 2023 Notes validly tendered and not validly withdrawn at
or prior to the early tender and consent deadline (the “Early
Tender Notes”). The aggregate consideration to be paid in respect
of such Early Tender Notes is comprised of $1,036.25 (which
includes a $30.00 consent payment) per $1,000 principal amount of
2023 Notes tendered, plus accrued and unpaid interest from and
including the most recent interest payment date, and up to, but not
including, the date of payment for the Early Tender Notes. Any
validly tendered 2023 Notes and validly delivered consents prior to
the Consent Payment Deadline may no longer be withdrawn or
revoked.
Having received the requisite consents from the holders of the
2023 Notes in the tender offer and consent solicitation, the
Company, the guarantors of the 2023 Notes and Delaware Trust
Company (as successor in interest to Law Debenture Trust Company of
New York), as trustee, executed a supplemental indenture (the
“Supplemental Indenture”) amending the indenture relating to the
2023 Notes (the “2023 Notes Indenture”). The Supplemental Indenture
eliminates substantially all of the restrictive covenants, certain
events of default and related provisions contained in the 2023
Notes Indenture and reduces the notice periods required for
optional redemption of the 2023 Notes.
Holders tendering after the Consent Payment Deadline have until
11:59 p.m., New York City time, on December 28, 2017 (the
“Expiration Date”) to tender their notes pursuant to the tender
offer. Holders who validly tender notes after the Consent Payment
Deadline and before the Expiration Date will only be eligible to
receive $1,006.25 per $1,000 principal amount of 2023 Notes
tendered (which does not include the consent payment described
above), plus accrued and unpaid interest from and including the
most recent interest payment date, and up to, but not including,
the date of payment for the notes tendered.
NRG intends to redeem any 2023 Notes that remain outstanding
after the consummation of the tender offer in accordance with the
terms of the 2023 Notes Indenture.
Requests for documents relating to the tender offer and consent
solicitation may be direction to D.F. King & Co., Inc., the
Information Agent, at (800) 628-8510 (Toll-Free) or (212) 269-5550.
Citigroup Global Markets Inc. is acting as Dealer Manager and
Solicitation Agent for the tender offer and 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.
The complete terms and conditions of the tender offer and the
consent solicitation are described in the Offer to Purchase and
Consent Solicitation Statement, dated November 30, 2017, copies of
which may be obtained at no charge from D.F. King & Co., Inc.
The Company reserves the right to amend the terms of the tender
offer and consent solicitation or to extend the Expiration Date for
the tender offer, in its sole discretion, at any time.
None of the Company, its board of directors, the Dealer Manager,
the Information Agent, or the trustee with respect to the 2023
Notes is making any recommendation as to whether holders of the
2023 Notes should tender any 2023 Notes in response to any of the
tender offer or grant consents in the consent solicitation. Holders
must make their own decision as to whether to tender any of their
2023 Notes or grant consents to the proposed amendments and, if so,
the principal amount of 2023 Notes to tender or with which to grant
consents.
This press release is for informational purposes only and is not
an offer to buy, nor the solicitation of an offer to sell or a
solicitation of consents with respect to, any of the 2023 Notes.
The tender offer and consent solicitation are being made solely by
the Company's Offer to Purchase and Consent Solicitation Statement,
dated November 30, 2017. The full details of the tender offer and
consent solicitation, including complete instructions on how to
tender 2023 Notes and deliver separate consents, are included in
the Offer to Purchase and Consent Solicitation Statement. Holders
of the 2023 Notes are strongly encouraged to carefully read the
Offer to Purchase and Consent Solicitation Statement because they
contain important information.
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.
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/20171213006225/en/
NRG Energy, Inc.Media:Sheri Woodruff,
609.524.4608orMarijke Shugrue, 609.524.5262orInvestors:Kevin
L. Cole, CFA, 609.524.4526orLindsey Puchyr, 609.524.4527
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