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SEC Filing Details

10-K
NRG ENERGY, INC. filed this Form 10-K on 03/01/2018
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PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of February 6, 2018 (the “Effective Date”) is made and entered into by and among NRG Energy, Inc., a Delaware corporation (“Seller”), NRG South Central Generating LLC, a Delaware limited liability company (the “Company”), and Cleco Energy LLC, a Louisiana limited liability company (“Purchaser”). Seller, the Company 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, Seller owns one hundred percent (100%) of the outstanding membership interests of the Company;
WHEREAS, the Company owns one hundred percent (100%) of the membership interests of each of (i) NRG Sterlington Power LLC, a Delaware limited liability company (“Sterlington”), (ii) Big Cajun I Peaking Power LLC, a Delaware limited liability company (“BC Peaking”), (iii) Louisiana Generating LLC, a Delaware limited liability company (“LA Generating”), (iv) New Roads Holdings LLC, a Delaware limited liability company (“New Roads”), (v) Bayou Cove LLC, a Delaware limited liability company (“Bayou Cove”), which in turn owns one hundred percent (100%) of the membership interests of Bayou Cove Peaking Power LLC, a Delaware limited liability company (“Bayou Peaking”), and (vi) Cottonwood Development LLC, a Delaware limited liability company (“Cottonwood”), which in turn directly and indirectly owns one hundred percent (100%) of those membership and limited and general partnership interests in the entities set forth on Schedule 1.01(a) (those entities set forth in subsections (i) through (vi) above and on Schedule 1.01(a), the “Subsidiaries”); and
WHEREAS, Sterlington owns one hundred percent (100%) of that approximately 176 MW natural-gas-fired generating station located in Sterlington, LA (the “Sterlington Project”); and
WHEREAS, BC Peaking owns one hundred percent (100%) of that approximately 210 MW natural-gas-fired peaking facility located in Jarreau, LA (the “BC I Peaking Project”); and
WHEREAS, LA Generating owns (i) one hundred percent (100%) of that approximately 210 MW natural-gas-fired peaking facility located in Jarreau, LA (the “BC I Steam Project”), (ii) one hundred percent (100%) of that approximately 580 MW coal-fired generating station located in New Roads, LA (the “BC II Unit I Project”), (iii) one hundred percent (100%) of that approximately 540 MW natural-gas-fired generating station located in New Roads, LA (the “BC II Unit II Project”), and (iv) fifty-eight percent (58%) of that approximately 588 MW coal-fired generating station located in New Roads, LA (the “BC II Unit III Project” and, together with the BC II Unit I Project and the BC II Unit II Project, the “LA Generating Projects”); and
WHEREAS, Bayou Peaking owns seventy five percent (75%) of that approximately 300 MW natural-gas-fired peaking facility located in Jennings, LA (the “Bayou Project”); and
WHEREAS, Cottonwood, indirectly through those entities set forth in Schedule 1.01(a), owns one hundred percent (100%) of the approximately 1,263 MW natural-gas-fired generating station located in Deweyville, TX (the “Cottonwood Project” and, together with the Sterlington Project, the BC I Peaking Project, the LA Generating Projects and the Bayou Project, the “Projects” and the direct owner of each Project a “ProjectCo”); and
WHEREAS, Seller desires to sell, and Purchaser desires to purchase, one hundred percent (100%) of the outstanding membership interests of the Company (the “Acquired Interests”), on the terms and subject to the conditions set forth in this Agreement.