NRG Energy, Inc. (NYSE:NRG) announced today the commencement of
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”).
Certain information regarding the Notes and the terms of the
Tender Offer is summarized in the table below.
Payment per $1,000 Principal
Amount of Notes
Title of Security
CUSIPs /ISINs
Principal Amount
Outstanding
Acceptance Priority
Level
Tender Offer
Consideration(1)
Early Tender Payment
Total Consideration
(1)(2)
3.875% Senior Notes due 2032
Rule 144A: 629377 CS9 /
US629377CS98 Regulation S: U66962 AX6 / USU66962AX68
Rule 144A: 629377 CR1 /
US629377CR16
$1,100 million
1
$760.00
$50.00
$810.00
3.625% Senior Notes due 2031
Regulation S: U66962 AW8 /
USU66962AW85
Rule 144A: 629377 CQ3 /
US629377CQ33
$1,030 million
2
$770.00
$50.00
$820.00
3.375% Senior Notes due 2029
Regulation S: U66962 AV0 /
USU66962AV03
$500 million
3
$805.00
$50.00
$855.00
_________________
(1)
Not including Accrued Interest (as defined
herein), which will be paid in addition to the Tender Offer
Consideration or Total Consideration, as applicable.
(2) Includes the Early Tender Payment.
The Tender Offer is scheduled to expire at 5:00 p.m., New York
City time, on December 6, 2023 (such time and date, as it may be
extended, the “Expiration Date”).
Holders of Notes who validly tender (and do not validly withdraw)
their Notes at or prior to 5:00 p.m., New York City time, on
November 20, 2023 (such time and date, as it may be extended, the
“Early Tender Date”) will be eligible
to receive the applicable Total Consideration for such Notes, which
includes the Early Tender Payment. Holders of Notes who validly
tender their Notes after the Early Tender Date but at or prior to
the Expiration Date will not be eligible to receive the Early
Tender Payment and will therefore only be eligible to receive the
applicable Tender Offer Consideration. 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 (“Accrued
Interest”). Validly tendered Notes may be validly withdrawn
at any time prior to the Early Tender Date but not thereafter,
except as may be required by applicable law.
If the aggregate principal amount of a series of Notes validly
tendered (and not validly withdrawn) at or prior to the Early
Tender Date or the Expiration Date, as the case may be, represents
consideration that exceeds the Maximum Tender Amount, based on the
order of priority (the “Acceptance Priority
Level”) for such series of Notes set forth in the table
above and as otherwise described in the Offer to Purchase, a
prorated amount of Notes of such series validly tendered (and not
validly withdrawn) by holders at or prior to the Early Tender Date
or the Expiration Date, as the case may be, will be accepted for
purchase.
If the aggregate principal amount of the Notes validly
tendered in the Tender Offer at or prior to the Early Tender Date
exceeds the Maximum Tender Amount, Notes tendered after the Early
Tender Date will not be eligible for purchase, unless the Maximum
Tender Amount is increased by us in our sole discretion.
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 Maximum Tender Amount. NRG reserves the
right, but is under no obligation, to increase the Maximum Tender
Amount at any time, subject to compliance with applicable law. 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 D.F. King & Co., Inc., the tender agent and
information agent for the Tender Offer (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 Offer. Questions
regarding the terms of the Tender Offer 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
Offer or expressing any opinion as to whether the terms of the
Tender Offer 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
Offer.
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/20231106033728/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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