Mirant and RRI Energy Announce Arrangement of Genon Energy Debt and Schedule Special Meetings of Stockholders to Vote on Merger
September 20 2010 - 8:15PM
Marketwired
Mirant Corporation (NYSE: MIR) and RRI Energy, Inc. (NYSE: RRI)
announced today that they have entered into agreements which
provide for the companies to borrow $1.925 billion upon the closing
of their proposed merger to form GenOn Energy, Inc. (GenOn). In
addition, the companies have also entered into a revolving credit
facility. Completion of these financings is subject to the
satisfaction of certain customary conditions.
Upon closing of the merger, the proceeds of the financings
described above and cash on hand will be used to (1) discharge the
RRI Energy senior secured notes due 2014 and the Mirant North
America (MNA) senior unsecured notes due 2013, (2) defease the RRI
Energy PEDFA 6.75% bonds due 2036, (3) repay the MNA senior secured
term loan maturing in 2013 and (4) pay related fees and expenses,
including accrued interest.
Upon their completion, the financings described above will,
along with the availability of the revolving credit facility,
satisfy the financing condition in the merger agreement.
Mirant and RRI Energy have also announced that both companies
will hold their respective special meetings of stockholders on
October 25, 2010 for the purpose of voting upon proposals relating
to the merger. Stockholders who held shares of Mirant or RRI Energy
common stock as of the close of business on September 13, 2010 will
be entitled to vote at their respective special meeting.
The merger remains subject to customary closing conditions,
including receipt of Mirant and RRI Energy stockholder approval and
the completion of review and clearance by the U.S. Department of
Justice under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended. Mirant and RRI Energy expect to complete the
merger by the end of the year.
About Mirant Corporation
Mirant is a competitive energy company that produces and sells
electricity in the United States. Mirant owns or leases more than
10,000 megawatts of electric generating capacity. The company
operates an asset management and energy marketing organization from
its headquarters in Atlanta. For more information, please visit
http://www.mirant.com.
About RRI Energy, Inc.
RRI Energy, based in Houston, provides electricity to wholesale
customers in the United States. The company is one of the largest
independent power producers in the nation with more than 14,000
megawatts of power generation capacity across the United States.
These strategically located generating assets use natural gas, fuel
oil and coal. RRI Energy routinely posts all important information
on its Web site at http://www.rrienergy.com.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are typically identified by words
or phrases such as "will," "anticipate," "estimate," "expect,"
"project," "intend," "plan," "believe," "target," "forecast," and
other words and terms of similar meaning. These forward-looking
statements involve a number of risks and uncertainties. RRI Energy
and Mirant caution readers that any forward-looking statement is
not a guarantee of future performance and that actual results could
differ materially from those contained in the forward-looking
statement. Such forward-looking statements include, but are not
limited to, statements about RRI Energy's and Mirant's plans,
objectives, expectations and intentions, the expected timing of
completion of the transaction, and other statements that are not
historical facts. Important factors that could cause actual results
to differ materially from those indicated by such forward-looking
statements are set forth in RRI Energy's and Mirant's filings with
the Securities and Exchange Commission (SEC). These include risks
and uncertainties relating to: the ability to obtain the requisite
RRI Energy and Mirant shareholder approvals; the ability to
complete the requisite financing; the risk that Mirant or RRI
Energy may be unable to obtain governmental and regulatory
approvals required for the merger, or required governmental and
regulatory approvals may delay the merger or result in the
imposition of conditions that could cause the parties to abandon
the merger; the risk that a condition to closing of the merger may
not be satisfied; the ability to resolve any litigation related to
the merger; the timing to consummate the proposed merger; general
worldwide economic conditions and related uncertainties; and the
effect of changes in governmental regulations; and other factors
discussed or referred to in the "Risk Factors" section of the joint
proxy statement/prospectus that is included in the Registration
Statement on Form S-4 (Registration No. 333-167192) that was filed
by RRI Energy with the SEC in connection with the merger, and of
each of RRI Energy's and Mirant's most recent Annual Report on Form
10-K and Quarterly Report on Form 10-Q filed with the SEC. Each
forward-looking statement speaks only as of the date of the
particular statement and neither RRI Energy nor Mirant undertakes
any obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or
otherwise.
Additional Information and Where to Find
It
In connection with the proposed merger between RRI Energy and
Mirant, RRI Energy filed with the SEC a registration statement on
Form S-4 that includes a joint proxy statement of RRI Energy and
Mirant and that also constitutes a prospectus of RRI Energy. The
registration statement was declared effective by the SEC on
September 13, 2010. RRI Energy and Mirant urge investors and
shareholders to read the registration statement, and any other
relevant documents filed with the SEC, including the joint proxy
statement/prospectus that is a part of the registration statement,
because they contain important information. You may obtain copies
of all documents filed with the SEC regarding this transaction,
free of charge, at the SEC's website (www.sec.gov). You may also
obtain these documents, free of charge, from RRI Energy's website
(www.rrienergy.com) under the tab "Investor Relations" and then
under the heading "Company Filings," and from Mirant's website
(www.mirant.com) under the tab "Investor Relations" and then under
the heading "SEC Filings."
Participants in the Merger
Solicitation
RRI Energy, Mirant and their respective directors, executive
officers and certain other members of management and employees may
be soliciting proxies from RRI Energy's and Mirant's stockholders
in favor of the merger and related matters. Information regarding
the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of RRI Energy's and Mirant's
stockholders in connection with the proposed merger is contained in
the joint proxy statement/prospectus. You can find information
about RRI Energy's executive officers and directors in its
definitive proxy statement filed with the SEC on April 1, 2010. You
can find information about Mirant's executive officers and
directors in its definitive proxy statement filed with the SEC on
March 26, 2010 and supplemented on April 28, 2010. Additional
information about RRI Energy's and Mirant's executive officers and
directors can be found in the above-referenced registration
statement on Form S-4. You can obtain free copies of these
documents from RRI Energy and Mirant as described above.
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