NRG Energy, Inc. Announces Cash Tender Offer and Concurrent Redemption Notice for Any and All of Its Outstanding 6.25% Senior Notes Due 2024
The tender offer is being made pursuant to an offer to purchase, related letter of transmittal and notice of guaranteed delivery, each dated as of May 7, 2019.
NRG Energy, Inc. (NYSE:NRG) announced that it has commenced a cash
tender offer to purchase any and all of the approximately $733.6 million
outstanding aggregate principal amount of its 6.25% senior notes due
2024 (the “2024 Notes”) with the net proceeds from NRG’s concurrent
private placement of $733.0 million in aggregate principal amount of
senior notes due 2029 (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 an offer to purchase, related letter of transmittal and
notice of guaranteed delivery, each dated as of May 7, 2019. The tender
offer will expire at 5:00 p.m., New York City time, on May 13, 2019 (as
such time and date may be extended, the “expiration time”). Tendered
2024 Notes may be withdrawn at any time before the expiration time.
Under the terms of the tender offer, holders of the 2024 Notes that are
validly tendered and accepted at or prior to the expiration time, or
holders who deliver to the depositary and information agent a properly
completed and duly executed notice of guaranteed delivery and
subsequently deliver such 2024 Notes, each in accordance with the
instructions described in the offer to purchase, will receive total cash
consideration of $1,033.75 per $1,000 principal amount of 2024 Notes,
plus an amount equal to any accrued and unpaid interest up to, but not
including, the settlement date, which is expected to be May 14, 2019,
subject to satisfaction of the Financing Condition described below.
The tender offer is contingent upon the satisfaction of certain
conditions, including the condition that NRG shall have raised at least
$733.0 million in gross proceeds from the offering of the New Notes on
or prior to the settlement date (the “Financing Condition”). The tender
offer is not conditioned on any minimum amount of 2024 Notes being
tendered. NRG may amend, extend or terminate the tender offer in its
sole discretion. Concurrently with the launch of the tender offer, NRG
is exercising its right to optionally redeem any 2024 Notes not validly
tendered and purchased in the tender offer at a price equal to 103.125%
of the principal amount thereof, plus accrued and unpaid interest, if
any, to the redemption date, pursuant to the terms of the indenture
governing the 2024 Notes, conditioned upon and subject to satisfaction
of the Financing Condition.
The tender offer is being made pursuant to the terms and conditions
contained in the offer to purchase and related letter of transmittal and
notice of guaranteed delivery, each dated May 7, 2019, copies of which
may be requested from the information agent for the tender offer, D.F.
King & Co., Inc., at (800) 755-3105 (Toll-Free) or (212) 269-5550, by
email at [email protected], or via the
following web address: www.dfking.com/nrg.
J.P. Morgan Securities LLC, Credit Agricole Securities (USA) Inc. and
MUFG Securities Americas Inc. will act as Joint Dealer Managers for the
tender offer. Questions regarding the tender offer may be directed to
the Joint Dealer Managers at the telephone numbers shown below:
J.P. Morgan Securities LLC
Tel (toll-free): (866) 834-4666
Tel
(collect): (212) 834-3424
Credit Agricole Securities (USA) Inc.
Tel (toll-free): (866)
807-6030
Tel (collect): (212) 261-7802
MUFG Securities Americas Inc.
Tel (toll-free): (877) 744-4532
Tel
(collect): (212) 405-7481
This press release does not constitute a notice of redemption under the
optional redemption provisions of the indenture governing the 2024
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.
About NRG
At NRG, we’re redefining power by putting customers at the center of
everything we do. We create value by generating electricity and serving
nearly 3 million residential and commercial customers through our
portfolio of retail electricity brands. A Fortune 500 company, we
deliver customer-focused solutions for managing electricity, while
enhancing energy choice and working towards a sustainable energy future.
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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