1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) JANUARY 29, 2001 ---------------- NRG ENERGY, INC. ---------------- (Exact name of registrant as specified in its charter) DELAWARE -------- (State or other jurisdiction of incorporation) 000-25569 41-1724239 --------- ---------- (Commission File Number) (IRS Employer Identification No.) 901 MARQUETTE AVENUE, SUITE 2300 MINNEAPOLIS, MN 55402 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 612-373-5300 ------------ (Former name or former address, if changed since last report)
2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On January 29, 2001, NRG Energy, Inc. purchased from LS Power LLC and its partners, for approximately $708 million, a 5,633 MW portfolio of operating projects and projects in construction and advanced development that are located in the central and south central United States. NRG Energy acquired net ownership interests totaling 1,677 MW in four facilities in operation and construction. An additional two projects totaling 2,336 MW, which are expected to reach construction financial close in 2001. The remaining four projects of 1,600 MW are in advanced development. All facilities employ highly efficient, natural gas-fueled combustion technology. The acquisition was primarily financed through a corporate level bridge credit agreement of $600 million dated January 19, 2001, among NRG Energy and affiliates of Credit Suisse First Boston Corporation and Merrill Lynch, Pierce, Fenner and Smith Inc. The remainder was financed with the $500 million corporate revolving credit agreement. The press release reporting NRG Energy's financial results is filed with this Form 8-K as Exhibit 99.2 See "Item 7. Exhibits." Item 7. Exhibits. The following exhibits are filed with this report on Form 8-K: Exhibit No. Description 99.2 Press release issued January 30, 2001, of NRG Energy, Inc.
3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NRG Energy, Inc. (Registrant) By /s/ Leonard A. Bluhm -------------------------- Leonard A. Bluhm Executive Vice President and Chief Financial Officer (Principal Financial Officer) Dated: February 9, 2001
1 EXHIBIT 99.2 [NRG LOGO] NEWS RELEASE FOR IMMEDIATE RELEASE NRG Energy Closes 5,633(1) MW LS Power Project Portfolio Acquisition MINNEAPOLIS (JANUARY 30, 2001) - NRG Energy, Inc. (NYSE: NRG) yesterday closed its acquisition of a 5,633(1) megawatt (MW) portfolio of operating projects and projects in construction and advanced development from LS Power, LLC and its partners. "This acquisition of operating and greenfield development projects allows NRG to expand its United States generation portfolio significantly," said Craig A. Mataczynski, president of NRG North America. "We will use our expertise in construction, finance and operations to integrate these projects into NRG and create additional value for our shareholders." NRG acquired net ownership interests totaling 1,697 MW in four facilities in operation and construction. An additional two projects--totaling 2,336 MW--are expected to reach construction financial close early in 2001. The remaining four projects, totaling 1,600 MW, are in advanced development. [See Exhibit A] All facilities employ highly efficient, natural gas-fueled combustion technology. The facilities are located in Illinois, Mississippi, Florida and Texas, and provide access to fast-growing electricity markets. These regions are geographically diverse with very different weather and load characteristics. The facilities integrate well with other NRG assets in North America and provide significant power marketing opportunities. NRG Energy is a leading global energy company primarily engaged in the acquisition, development, construction, ownership and operation of power generation facilities. At the end of 2000, NRG owned all or a portion of 63 power generation projects and its net ownership interest in these projects is 15,007 MW. The company's operations utilize such diverse fuel sources as natural gas, oil, coal and coal seam methane, biomass, landfill gas, and hydro, as well as refuse-derived fuel. - -------- (1) In order to preserve qualified facility status, ownership interest of Borger (58 MW) was sold to a third party, thereby reducing project portfolio from 5,691 to 5,633 MW.
2 Certain statements included in this news release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements above include, but are not limited to, projected growth and future financial performance. Although NRG believes that its expectations are reasonable, it can give no assurance that these expectations will prove to have been correct. Factors that could cause NRG's actual results to differ materially from those contemplated in the forward-looking statements above include, among others, the following: factors affecting power generation operations such as unusual weather conditions, generator outages, changes in fuel costs or availability and environmental incidents; factors affecting the availability or cost of capital, such as, for example, changes in interest rates or changes in investor perceptions of the power generation industry, NRG or any of its subsidiaries; workforce factors; the volatility of energy prices in a deregulated market environment and the adverse impacts on the profitability of our generation facilities that may result from the imposition of price limitations and other mechanisms to address such volatility; and other business or investment considerations that may be disclosed from time to time in NRG's Securities and Exchange Commission filings or in other publicly disseminated written documents. NRG undertakes no obligation to update or revise any forward-looking statement, 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 not be construed as exhaustive. For more information regarding these risks and uncertainties, review NRG's filings with the Securities and Exchange Commission. More information on NRG Energy is available at www.nrgenergy.com. # # # Contacts: Meredith Moore Media Relations 612.373.8892 meredith.moore@nrgenergy.com Rick Huckle Investor Relations 612.373.8900 rick.huckle@nrgenergy.com
3 EXHIBIT A Project Portfolio - ------------------------------------------------------------------------------------------------------------------------------------ LOCATION/POWER PLANT NET CURRENT STATUS PROJECT MARKET CAPACITY OWNERSHIP FACILITY TYPE (OPERATION DATE) - ------------------------------------------------------------------------------------------------------------------------------------ Mustang Texas/SPP 487 122 CCGT Operating Batesville Mississippi/SERC 837 407(2) CCGT Operating Kendall Illinois/MAIN 1,168 1,168 CCGT Construction (2/2002) - ------------------------------------------------------------------------------------------------------------------------------------ Nelson Illinois/MAIN 1,168 1,168 CCGT Financing 2Q 2001(6/2003) Pike Mississippi/SERC 1,168 1,168 CCGT Financing 3Q 2001 (6/2003) - ------------------------------------------------------------------------------------------------------------------------------------ Kendall Expansion Illinois/MAIN 584 584 CCGT Development (2003) Batesville Expansion Mississippi/SERC 292 146 CCGT Development (2002) Hardee Florida/FRCC 510 510 Simple-cycle Development (2003) Hardee Conversion to Combined Cycle Florida/FRCC 360 360 CCGT Development (2005) - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL CURRENT PORTFOLIO 6,574 5,633 - ------------------------------------------------------------------------------------------------------------------------------------ (2) Subject to minor adjustment in accordance with the terms of the project company's organizational documents. CCGT = Combined Cycle Gas Turbine