NRG Energy, Inc. Announces Extension of Early Tender Date and an Increase to the Maximum Tender Amount Relating to its Tender Offers
November 20 2023 - 6:27PM
Business Wire
NRG Energy, Inc. (NYSE:NRG) announced today that it has extended
the early tender date relating to its previously announced offers
to purchase for cash (collectively, the “Tender Offer”) up to $600 million aggregate
principal amount (subject to increase by NRG in its sole
discretion, the “Maximum Tender
Amount”) of its outstanding 3.875% senior notes due 2032
(the “2032 Notes”), 3.625% senior
notes due 2031 (the “2031 Notes”), and
3.375% senior notes due 2029 (the “2029
Notes” and, collectively with the 2032 Notes and the 2031
Notes, the “Notes”). The Tender Offer
is being made pursuant to the Offer to Purchase, dated November 6,
2023 (the “Offer to Purchase”).
NRG is extending the previously announced early tender date of
5:00 p.m., New York City time, on November 20, 2023 to 5:00 p.m.,
New York City time, on November 22, 2023 (such extended time and
date, the “Extended Early Tender
Date”). As a result, the withdrawal date is also being
extended to 5:00 p.m., New York City time, on November 22, 2023
(such extended time and date, the “Extended
Withdrawal Date”).
NRG also announced that it has increased the Maximum Tender
Amount from $600 million to $620 million (the “Increased Maximum Tender Amount”). Except for the
changes with respect to the Extended Early Tender Date, the
Extended Withdrawal Date, and the Increased Maximum Tender Amount,
there are no other modifications being made with respect to the
Tender Offer as set forth in the Offer to Purchase.
Holders of Notes who previously tendered their Notes prior to
the original early tender date do not need to re-tender such Notes
or take any other action in response to this announcement in order
to be eligible to receive the applicable Total Consideration.
Holders of Notes who previously tendered their Notes prior to the
original early tender date may withdraw such Notes prior to the
Extended Withdrawal Date in accordance with the terms and
conditions of the Offer to Purchase.
Holders of Notes who validly tender (and do not validly
withdraw) their Notes at or prior to the Extended Early Tender Date
will be eligible to receive the applicable Total Consideration (as
defined in the Offer to Purchase) for such Notes, which includes
the Early Tender Payment (as defined in the Offer to Purchase).
Holders of Notes who validly tender their Notes after the Extended
Early Tender Date but at or prior to the Expiration Date (as
defined in the Offer to Purchase) will not be eligible to receive
the Early Tender Payment and will therefore only be eligible to
receive the applicable Tender Offer Consideration (as defined in
the Offer to Purchase). In addition, NRG will pay accrued and
unpaid interest on the principal amount of Notes accepted for
purchase from the most recent interest payment date on the Notes
to, but not including, the applicable settlement date for the Notes
accepted for purchase.
NRG’s obligation to purchase Notes in the Tender Offer is
conditioned on the satisfaction or waiver of a number of conditions
as described in the Offer to Purchase. The Tender Offer is not
conditioned upon the tender of any minimum principal amount of
Notes of such series or of the other series. However, the Tender
Offer is subject to the Increased Maximum Tender Amount. In the
event of a termination of the Tender Offer, neither the applicable
consideration will be paid or become payable to the holders of the
applicable series of Notes, and the Notes tendered pursuant to the
Tender Offer will be promptly returned to the tendering holders.
NRG has the right, in its sole discretion, to not accept any
tenders of Notes for any reason and to amend or terminate the
Tender Offer at any time.
Copies of the Offer to Purchase are available to holders of the
Notes from the Tender and Information Agent. Requests for copies of
the Offer to Purchase should be directed to the Tender and
Information Agent at +1 (877) 732-3619 (toll free) and +1 (212)
269-5550 (collect) or by e-mail to nrg@dfking.com. NRG has engaged
BMO Capital Markets Corp. and Credit Agricole Securities (USA) Inc.
as joint lead dealer managers for the Tender Offers. Questions
regarding the terms of the Tender Offers may be directed to BMO
Capital Markets Corp. at +1 (212) 702-1840 (collect) or +1 (833)
418-0762 (toll-free); and Credit Agricole Securities (USA) Inc. at
+ 1 (866) 807-6030.
None of NRG, the dealer managers, the Tender and Information
Agent, the trustee for the Notes or any of their respective
affiliates is making any recommendation as to whether holders
should or should not tender any Notes in response to the Tender
Offers or expressing any opinion as to whether the terms of the
Tender Offers are fair to any holder. Holders of the Notes must
make their own decision as to whether to tender any of their Notes
and, if so, the principal amount of Notes to tender. Please refer
to the Offer to Purchase for a description of the offer terms,
conditions, disclaimers and other information applicable to the
Tender Offers.
This press release does not constitute an offer to purchase or
the solicitation of an offer to sell any securities. The Tender
Offer is being made solely by means of the Offer to Purchase. NRG
is making the Tender Offer only in those jurisdictions where it is
legal to do so. The Tender Offer is not being made to holders of
the Notes in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction.
Forward-Looking Statements
This news release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Forward-looking
statements are subject to certain risks, uncertainties and
assumptions and typically can be identified by the use of words
such as “expect,” “estimate,” “should,” “anticipate,” “forecast,”
“plan,” “guidance,” “outlook,” “believe” and similar terms.
Although NRG believes that the expectations are reasonable, it can
give no assurance that these expectations will prove to be correct,
and actual results may vary materially.
NRG undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law. The
foregoing review of factors that could cause NRG’s actual results
to differ materially from those contemplated in the forward-looking
statements included in this news release 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.
About NRG
NRG Energy is a leading energy and home services company powered
by people and our passion for a smarter, cleaner, and more
connected future. A Fortune 500 company operating in the United
States and Canada, NRG delivers innovative solutions that help
people, organizations, and businesses achieve their goals while
also advocating for competitive energy markets and customer
choice.
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version on businesswire.com: https://www.businesswire.com/news/home/20231120653282/en/
Investors: Brendan Mulhern Investor.relations@nrg.com
609.524.4767
Media: Chevalier Gray Chevalier.gray@nrg.com
832.331.8126
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