Investors News Release
|View printer-friendly version|
NRG Energy, Inc. Announces Proposed Offering of $500 Million Convertible Senior Notes
The Notes will be convertible, under certain circumstances, into cash,
shares of NRG’s common stock or a combination thereof at NRG’s election,
based on a conversion rate to be determined. NRG will have the option to
redeem the Notes, in whole or in part, at any time, on or after
NRG intends to use cash on hand and the proceeds from the offering, including any proceeds from the exercise of the 30-day option, to repay a portion of its outstanding indebtedness and to pay fees and expenses related to the offering and incurred in connection with its repayment of indebtedness. As a result, the Notes offering is expected to be leverage neutral.
In connection with the offering of the Notes, NRG intends to use cash on
hand to repurchase shares of its common stock in an aggregate amount to
complete NRG’s previously announced
In connection with the ASRs, NRG has been advised that the ASR Counterparties and/or their affiliates expect to purchase shares of NRG’s common stock in secondary market transactions, and may execute other transactions in NRG’s common stock, or in derivative transactions relating to NRG’s common stock, beginning on the first trading day immediately following the pricing of the Notes and during the term of the ASRs (the “ASR Term”).
These activities, including the ASRs and the Private Repurchases, may increase, or prevent a decrease, in the market price of NRG’s common stock or the Notes, which could affect the ability of holders to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of Notes, it could affect the amount and value of the consideration that holders will receive upon conversion of the Notes.
NRG expects the purchase price per share of the common stock repurchased
from certain purchasers of Notes in privately negotiated transactions
concurrently with the closing of the offering of the Notes to equal the
closing price per share of NRG’s common stock on the
The Notes and related guarantees are being offered only to qualified
institutional buyers in reliance on Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”). The offer and sale of the
Notes, the related guarantees and any shares of common stock potentially
issuable upon conversion of the Notes have not been registered under the
Securities Act or the securities laws of any other jurisdiction, and
those securities may not be offered or sold in
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, NRG delivers customer-focused solutions for managing electricity, while enhancing energy choice and working towards a sustainable energy future.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. These 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 consummate the offering, the anticipated terms of the Notes and the anticipated use of proceeds.
NRG undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. 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
For NRG Energy, Inc.:
Marijke Shugrue, 609-524-5262
Kevin L. Cole, 609-524-4526
Lindsey Puchyr, 609-524-4527