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SEC Filing Details

10-K
NRG ENERGY, INC. filed this Form 10-K on 03/01/2018
Entire Document
 
NRG ENERGY, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE ACCORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934.


PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT, dated as of February 6, 2018 (the “Effective Date”) is made and entered into by and among NRG Energy, Inc., a Delaware corporation (“NRG”), and NRG Repowering Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of NRG (“Repowering,” and, collectively with NRG, “Seller”), and GIP III Zephyr Acquisition Partners, L.P., a Delaware limited partnership (“Purchaser”). Seller and Purchaser are referred to, collectively, as the “Parties” and each, individually, as a “Party”. Capitalized terms used herein shall have the meanings set forth in ‎Section 1.01.
RECITALS
WHEREAS, NRG owns one hundred percent (100%) of the outstanding membership interests of Repowering;
WHEREAS, Repowering owns one hundred percent (100%) of the outstanding membership interests of Zephyr Renewables LLC, a Delaware limited liability company (the “Company”);
WHEREAS, prior to the Closing, the Company will own (a) one hundred percent (100%) of the Class B shares and one hundred percent (100%) of the Class D shares of NYLD (the “NYLD Shares”) and (b) one hundred percent (100%) of the Class B membership units and one hundred percent (100%) of the Class D membership units of NYLD LLC (“NYLD Units”, collectively with the NYLD Shares, the “NYLD Securities”);
WHEREAS, the Company owns (a) one hundred percent (100%) of the membership interests of NRG Renew Operations & Maintenance LLC, a California limited liability company (“RENOM”), (b) one hundred percent (100%) of the membership interests of NRG Renew LLC, a Delaware limited liability company (“Renew”), which in turn owns, directly or indirectly, those entities set forth on the organizational chart attached hereto as Schedule 1.01(a) in the percentages set forth therein (together with Renew, the “Renew Subsidiaries”), (c) one hundred percent (100%) of the Class B membership interests of NRG RPV HoldCo 1 LLC (“RPV 1”), which in turn owns, directly or indirectly, those entities set forth on the organizational chart attached hereto as Schedule 1.01(b) in the percentages set forth therein (together with RPV 1, the “RPV 1 Subsidiaries”), (d) one hundred percent (100%) of the membership interests of NRG Asset Services LLC, a Delaware limited liability company (“Asset Services”), (e) indirectly, via Renew, one hundred percent (100%) of the membership interests of Langford Wind Power, LLC, a Texas limited liability company (“Langford”), and (f) indirectly via Renew, twenty-two percent (22%) of the common stock of Capistrano Wind Holdings, Inc., a Delaware corporation (“Capistrano”), which in turn owns, directly or indirectly, those entities set forth on the organizational chart attached hereto as Schedule 1.01(c) in the percentages set forth therein (together with Capistrano, the “Capistrano Subsidiaries”). The Capistrano Subsidiaries, together with RENOM, the Renew Subsidiaries, the RPV 1 Subsidiaries, Asset Services and Langford, are referred to herein as the “Subsidiaries”;
WHEREAS, (a) certain of the Renew Subsidiaries own wind or solar energy projects which have achieved commercial operation and are capable of generating power (the “Renew Operating Projects”), (b) certain of the Renew Subsidiaries own development stage wind or solar projects which have not yet achieved commercial operation (the “Renew Development Projects”, together with the Renew Operating Projects, the “Renew Projects”), and (c) certain of the RPV 1 Subsidiaries own solar energy projects which have achieved commercial operation and are capable of generating power (the “RPV 1 Projects”, together with the Renew Projects, the “Projects”, all of which are set forth on Schedule 1.01(d) attached hereto);