NRG Energy, Inc. (NYSE: NRG) announced today that it has
commenced tender offers to purchase certain of its outstanding
senior notes listed in the table below for aggregate cash
consideration of up to $1.0 billion (the “Maximum Tender Cap”) to
be financed with the net proceeds from NRG’s concurrent private
placement, which was also announced today, together with cash on
hand.
The tender offers consist of the following:
- The offers to purchase the 2018 Notes,
the 2020 Notes and the 2021 Notes, collectively, the “Fixed-Price
Offers,” will be conducted as fixed-price tender offers.
- The offer to purchase the 2022 Notes,
the 2023 Notes and 2024 Notes (the “Dutch Auction Offer” and,
together with the Fixed-Price Offers, the “Tender Offers”) will be
conducted pursuant to a modified “Dutch Auction.”
The securities and other information related to the Tender
Offers are listed in the following table:
CUSIP
Principal Amount
Acceptance Number/ Outstanding
Total Consideration
Priority
Tender Cap
Title of Notes ISIN (in millions) (Bid
Range)(1) Level
(in millions)
Fixed-Price
Offers
7.625% Senior Notes due 2018 629377BN1 $954 $1,090.00 1 $300 8.250%
Senior Notes due 2020 629377BJ0
629377BH4
U66962AE8
629377BK7
$1,058 $1,043.75 2 $250 7.875% Senior Notes due 2021 629377BS0
$1,128 $1,041.88 3 $250
Dutch Auction
Offer
6.250% Senior Notes due 2022 629377BW1 $1,060 $975.00-995.00 n/a
$200 6.625% Senior Notes due 2023 629377BU5 $898 $977.50-997.50 n/a
6.250% Senior Notes due 2024 629377BY7 $838 $970.00-990.00 n/a
________
(1) Per $1,000 principal amount of Notes
accepted for purchase. Includes the Early Participation Amount.
The Fixed-Price Offers
The amount of each series of Notes that is purchased in the
Fixed-Price Offers will be based on the applicable Tender Cap (as
defined below) and the order of priority (“Acceptance Priority
Level”) for such series of Notes as set forth in the table above.
If one or more of the applicable Tender Caps for such series of
notes in a higher Acceptance Priority Level is increased such that
the Tender Offers are oversubscribed, tendered Notes of each series
will be accepted in numerical order according to the Acceptance
Priority Level for that series, as listed in the table above.
Accordingly, all tenders of Notes with an Acceptance Priority Level
of “1” will be accepted before any tenders of Notes with an
Acceptance Priority Level of “2” are accepted, and so on until the
Maximum Tender Cap has been allocated. The maximum aggregate cash
consideration for the 2018 Notes, 2020 Notes and the 2021 Notes is
equal to $300 million (the “2018 Notes Tender Cap”), $250 million
(the “2020 Notes Tender Cap”) and $250 million (the “2021 Notes
Tender Cap”), respectively. In the event that, after accepting all
tenders of Notes with a particular Acceptance Priority Level, the
remaining portion of the Maximum Tender Cap is sufficient to accept
some, but not all, tenders of Notes with the next Acceptance
Priority Level, then tenders of Notes in such next Acceptance
Priority Level will be accepted on a pro rata basis according to
the aggregate principal amount of tenders of that Acceptance
Priority Level. After allocating the Maximum Tender Cap in this
manner, no tenders of Notes with any subsequent Acceptance Priority
Level will be accepted.
The Dutch Auction Offers
The maximum aggregate cash consideration for the Dutch Auction
Offer is equal to the Maximum Tender Cap less the aggregate
purchase price of the securities tendered and accepted for purchase
in the Fixed-Price Offers (the “Dutch Auction Cap” and together
with the 2018 Notes Tender Cap, 2020 Notes Tender Cap, 2021 Notes
Tender Cap and the Maximum Tender Cap, the “Tender Caps”); provided
that in no event shall the Dutch Auction Cap exceed $200
million.
Pricing and acceptance in the Dutch Auction Offer will be
determined according to the procedures described in the Offer to
Purchase. The amounts of each series of securities that are
purchased in the Dutch Auction Offer may be prorated as set forth
in the Offer to Purchase. Tenders of Notes pursuant to the Dutch
Auction Offer at a premium outside the applicable bid price range
will not be accepted and will not be used in calculating the
applicable clearing premium.
The Tender Offers
Notes tendered on or before the Early Participation Date (as
defined below) will have priority in acceptance over Notes tendered
after the Early Participation Date. NRG reserves the right, but is
under no obligation, to increase any or all of the Tender Caps
without extending withdrawal rights, except as required by law.
Holders who validly tender (and do not validly withdraw) their
Notes prior to 5:00 p.m., New York City time, on May 20, 2016 (as
such time and date may be extended, the “Early Participation Date”)
will be eligible to receive the Total Consideration listed in the
table above, which includes the “Early Participation Amount” of $30
per $1,000 principal amount of Notes accepted for purchase. Holders
who validly tender their Notes after the Early Participation Date
and on or prior to the Expiration Date (as defined below) will only
be eligible to receive the Total Consideration less the Early
Participation Amount. In addition, holders whose Notes are accepted
for purchase will receive a cash payment in an amount equal to any
accrued and unpaid interest up to, but not including, the
applicable payment date.
Following the Early Participation Date and prior to the
Expiration Date, NRG may, but is not obligated to, elect to accept
for purchase any Notes validly tendered (and not validly withdrawn)
on or prior to the Early Participation Date (the “Early Payment
Date”), subject to the applicable Acceptance Priority Level and
Tender Caps, provided that all conditions to the Tender Offers have
been satisfied or waived by NRG. The Early Payment Date will be
determined at NRG’s option and is currently expected to occur on
May 23, 2016. The final payment date, if applicable, will occur
promptly following the Expiration Date (as defined below).
The Tender Offers will expire at 11:59 p.m., New York City time,
on June 6, 2016 (as such time and date may be extended, the
“Expiration Date”). Tendered Notes may be withdrawn at any time
prior to 5:00p.m., New York City time, on May 20, 2016.
The tender offers are subject to the satisfaction or waiver of
certain conditions, including the receipt by NRG of proceeds from a
proposed debt financing on terms reasonably satisfactory to NRG,
generating net proceeds, together with cash on hand, in an amount
that is sufficient to effect the repurchase of the Notes validly
tendered and accepted for purchase pursuant to the Tender Offers.
The Tender Offers are being made pursuant to an offer to purchase
and a related letter of transmittal, each dated as of May 9, 2016.
The company may amend, extend or terminate the Tender Offers in its
sole discretion and subject to applicable law.
Requests for documents relating to the tender offer may be
directed to D.F. King & Co., Inc., the Information Agent, at
(866) 620-2538 (Toll-Free) or (212) 232-3325. BofA Merrill Lynch
and Deutsche Bank Securities Inc. will act as Dealer Managers for
the tender offer. Questions regarding the tender offer may be
directed to BofA Merrill Lynch at (888) 292-0070 (U.S. Toll-Free)
or (980) 388-3646 (Collect) or Deutsche Bank Securities Inc. at
(855) 287-1922 (U.S. Toll-Free) or (212) 250-7527 (Collect).
This press release does not constitute a notice of redemption
under the optional redemption provisions of the indentures
governing the 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
NRG is the leading integrated power company in the U.S., built
on the strength of the nation’s largest and most diverse
competitive electric generation portfolio and leading retail
electricity platform. A Fortune 200 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 continually innovate, embrace and implement
sustainable solutions for producing and managing energy. We aim to
be pioneers in developing smarter energy choices and delivering
exceptional service as our retail electricity providers serve
almost 3 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 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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version on businesswire.com: http://www.businesswire.com/news/home/20160509005863/en/
NRG Energy, Inc.Media:Karen Cleeve, 609-524-4608Marijke Shugrue,
609-524-5262orInvestors:Kevin Cole, 609-524-4526Lindsey Puchyr,
609-524-4527
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