UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under the
Securities Exchange Act of 1934
|
NRG
Energy, Inc.
|
|
(Name
of Company)
|
|
Common
Stock
|
|
(Title
of Class of Securities)
|
|
629377508
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|
(CUSIP
Number of Class of Securities)
|
|
Solus Alternative Asset
Management LP
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|
Attn:
Joseph Lonetto
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430
Park Avenue, 9th
Floor
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New
York, New York 10022
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212-284-4300
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(Name,
Address and Telephone Number of Person
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Authorized
to Receive Notices and Communications)
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January
22, 2010
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(Date
of Event which Requires
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Filing
of this Schedule)
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If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP
No. 629377508
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SCHEDULE
13D/A
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SCHEDULE
13D/A
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1
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NAME
OF REPORTING PERSON
Solus
Alternative Asset Management LP
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|
|
2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
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(a)
o
(b)
x
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|
3
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SEC
USE ONLY
|
|
|
4
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SOURCE
OF FUNDS*
AF
(See Item 3)
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|
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
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o
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|
6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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|
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NUMBER
OF
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7
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SOLE
VOTING POWER
0
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|
SHARES
BENEFICIALLY
OWNED
BY
|
8
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SHARED
VOTING POWER
10,958,099
(See Item 5)
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EACH
REPORTING
PERSON
WITH
|
9
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SOLE
DISPOSITIVE POWER
0
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|
10
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SHARED
DISPOSITIVE POWER
10,958,099
(See Item 5)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
10,958,099
(See Item 5)
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|
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES*
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o
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) (see Item 5)
4.27%
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|
|
14
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TYPE
OF REPORTING PERSON*
IA
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|
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CUSIP
No. 629377508
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SCHEDULE
13D/A
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SCHEDULE
13D/A
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1
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NAME
OF REPORTING PERSON
Solus
GP LLC
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|
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
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(a)
o
(b)
x
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|
3
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SEC
USE ONLY
|
|
|
4
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SOURCE
OF FUNDS*
AF
(See Item 3)
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|
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
|
6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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|
|
NUMBER
OF
|
7
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SOLE
VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
10,958,099
(See Item 5)
|
|
EACH
REPORTING
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
10,958,099
(See Item 5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
10,958,099
(See Item 5)
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) (see Item 5)
4.27%
|
|
|
14
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TYPE
OF REPORTING PERSON*
OO
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|
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CUSIP
No. 629377508
|
SCHEDULE
13D/A
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SCHEDULE
13D/A
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1
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NAME
OF REPORTING PERSON
Christopher
Pucillo
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|
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
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(a)
o
(b)
x
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|
3
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SEC
USE ONLY
|
|
|
4
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SOURCE
OF FUNDS*
AF
(See Item 3)
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|
|
5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
|
6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
|
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NUMBER
OF
|
7
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SOLE
VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
10,958,099
(See Item 5)
|
|
EACH
REPORTING
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
10,958,099
(See Item 5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
10,958,099
(See Item 5)
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) (see Item 5)
4.27%
|
|
|
14
|
TYPE
OF REPORTING PERSON*
IN
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|
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CUSIP
No. 629377508
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SCHEDULE
13D/A
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Item
1. Security
and Issuer.
This statement on Schedule 13D/A
relates to the shares of common stock, par value $0.01 per share (the “Common
Stock”) of NRG Energy, Inc., a Delaware corporation (the
“Company”). Unless the context otherwise requires, references herein
to the “Shares” are to the Common Stock of the Company or call options
convertible into Common Stock within 60 days. The Company’s principal
executive office is located at 211 Carnegie Center, Princeton, New Jersey
08540.
Item
2. Identity
and Background.
(a) This
Schedule 13D/A is being filed by (i) Solus Alternative Asset Management LP
(“Solus”), as investment manager to Sola Ltd (“Sola”) and Solus Core
Opportunities Master Fund Ltd (“Core”), each of which is a Cayman Islands
exempted company and each of which directly owns Shares, (ii) Solus GP LLC, as
the general partner of Solus (“Solus GP”), and (iii) Christopher Pucillo, as the
managing member of Solus GP (the “Principal”).
Solus,
Solus GP and the Principal are hereinafter referred to as the “Reporting
Persons.” Any disclosures herein with respect to persons other than
the Reporting Persons are made on information and belief after making inquiry to
the appropriate party.
(b) The
address of the principal business office of the Reporting Persons is 430 Park
Avenue, New York, New York 10022.
(c) The
Reporting Persons are primarily engaged in the business of investing in
securities.
(d) None
of the Reporting Persons nor any of the Reporting Persons’ executive officers or
members has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None
of the Reporting Persons nor any of the Reporting Persons’ executive officers or
members has, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such
laws.
(f)
Solus is a limited partnership organized under the
laws of the State of Delaware. Solus GP is a limited liability
company organized under the laws of the State of Delaware. The Principal is a
citizen of the United States of America.
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CUSIP
No. 629377508
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SCHEDULE
13D/A
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Item
3. Source
and Amount of Funds or Other Consideration.
The purchase price for the
10,958,099 Shares
was approximately $29.76 per share of Common Stock of the
Company. The Reporting Persons do not directly own any
Shares. The funds for the purchase the Shares reported in this
Schedule 13D/A were derived from margin account borrowings made in the ordinary
course of business.
Item
4. Purpose
of Transaction.
The
Reporting Persons initially acquired the Shares for investment in the ordinary
course of business because they believed the Shares presented an attractive
investment opportunity and reported such investment on a Schedule
13G. On January 30, 2009, the Reporting Persons sent a letter (the
“Letter”) to the Company expressing their support for the determination by the
board of directors of the Company (the “Board”) that the tender offer made by
Exelon Corporation and Exelon Xchange Corporation was inadequate. The
Letter prompted the Reporting Persons to convert their Schedule 13G filing to a
Schedule 13D. The Reporting Persons have had no subsequent contact
with the Company or the Board that would relate to, or result in, any of the
matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule
13D.
Except as
set forth herein or as would occur upon completion of any of the
actions discussed herein, the Reporting Persons do not have any present plan or
proposal that would relate to, or result in, any of the matters set forth in
subparagraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting
Persons intend to review their investment in the Company on a continuing basis
and may engage in discussions with management, the Board, other stockholders of
the Company and other relevant parties concerning the business, operations,
management, strategy and future plans of the Company. Depending on various
factors including, without limitation, the Company’s financial position and
strategic direction, the outcome of any discussions and actions referenced
above, actions taken by the Board, price levels of the Common Stock, other
investment opportunities available to the Reporting Persons, conditions in the
securities market and general economic and industry conditions, the Reporting
Persons may in the future take such actions with respect to their investment in
the Company as they deem appropriate including, without limitation, purchasing
additional Shares, selling some or all of their Shares, engaging in short
selling of or any hedging or similar transactions with respect to the Shares
and/or otherwise changing their intention with respect to any and all matters
referred in Item 4 of Schedule 13D/A.
Item
5. Interest
in Securities of the Company.
(a) Sola directly owns
10,608,099 Shares. Core directly owns 350,000 Shares. Sola
and Core directly own a total of 10,958,099 Shares, representing approximately
4.27% of the Company's outstanding Common Stock (based upon the 256,410,000 shares of Common Stock stated
to be outstanding by the Company as of January 25, 2010 in the Company's
Form 10-Q for the quarterly period ended September 30, 2009, filed with the
Securities and Exchange Commission). The Reporting Persons have been
delegated voting and dispositive authority over the Shares directly owned by
Sola and Core. The Reporting Persons do not directly own any
Shares. The Reporting Persons expressly disclaim beneficial ownership
of any Shares.
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CUSIP
No. 629377508
|
SCHEDULE
13D/A
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(b) The Reporting Persons
have shared voting power with respect to 10,958,099 Shares. The Reporting Persons
expressly disclaim beneficial ownership of Shares.
(c) Information concerning
transactions in the Common Stock effected by the Reporting Person during the
past sixty days is set forth on Exhibit A hereto. All of the
transactions in the Common Stock listed hereto were effected in open market
purchases on the New York Stock Exchange through various brokerage
entities.
(d) No
person (other than the Reporting Persons and their managed entities) is known to
have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Shares.
(e) Sola
and Core, and therefore the Reporting Persons, ceased to be the beneficial owner
of more than five percent of the Common Stock of the Company on January 22,
2010.
Item
6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Company.
The Reporting Persons do not have any
contract, arrangement, understanding or relationship with any person with
respect to securities of the Company.
SIGNATURES
After reasonable inquiry and to the
best of his knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
DATED: January
27, 2010
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By:
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/s/ Christopher Pucillo
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Christopher
Pucillo
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individually
and as managing member of
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Solus
GP LLC,
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for
itself and as the general partner of
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Solus
Alternative Asset Management LP
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CUSIP
No. 629377508
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SCHEDULE
13D/A
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Exhibit
A
Transactions
In The Company’s Common Stock During The Last 60 Days.
I.
Transactions
effected by Sola:
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Date
of Transaction
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Shares
Purchased (Sold)
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Price
Per Share ($)
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||||||
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12/8/2009
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(650,000.00 | ) | 24.2 | |||||
|
12/9/2009
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(670,000.00 | ) | 24.6 | |||||
|
12/9/2009
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(187,793.00 | ) | 24.1297 | |||||
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12/10/2009
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(605,962.00 | ) | 24.3301 | |||||
|
12/10/2009
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(93,225.00 | ) | 24.18 | |||||
|
12/10/2009
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(46,612.00 | ) | 24.2275 | |||||
|
12/10/2009
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(69,919.00 | ) | 24.5504 | |||||
|
12/10/2009
|
(93,225.00 | ) | 24.5021 | |||||
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12/10/2009
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44,543.00 | 24.1668 | ||||||
|
12/10/2009
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(178,950.00 | ) | 24.3897 | |||||
|
12/11/2009
|
(714,663.00 | ) | 24.9776 | |||||
|
12/11/2009
|
(600,000.00 | ) | 25.03 | |||||
|
12/14/2009
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(84,194.00 | ) | 25.5595 | |||||
|
12/21/2009
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(50,000.00 | ) | 25.5402 | |||||
|
12/21/2009
|
300,000.00 | 25.62 | ||||||
|
12/21/2009
|
(50,000.00 | ) | 25.6 | |||||
|
12/21/2009
|
(58,732.00 | ) | 25.6031 | |||||
|
12/24/2009
|
(75,000.00 | ) | 24.61 | |||||
|
1/7/2010
|
(460,000.00 | ) | 25.05 | |||||
|
1/22/2010
|
(10,000.00 | ) | 24.87 | |||||
|
1/22/2010
|
(500,000.00 | ) | 25.1514 | |||||
|
1/22/2010
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(473,643.00 | ) | 25.1077 | |||||
|
1/22/2010
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(250,000.00 | ) | 25.1077 | |||||
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1/25/2010
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(514,526.00 | ) | 25.9938 | |||||
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CUSIP
No. 629377508
|
SCHEDULE
13D/A
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II.
Transactions effected by Core:
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Date
of Transaction
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Shares
Purchased (Sold)
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Price
Per Share ($)
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||||||
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12/9/2009
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(13,648.00 | ) | 24.1297 | |||||
|
12/10/2009
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(44,038.00 | ) | 24.3301 | |||||
|
12/10/2009
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(6,775.00 | ) | 24.18 | |||||
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12/10/2009
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(3,388.00 | ) | 24.2275 | |||||
|
12/10/2009
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(5,081.00 | ) | 24.5504 | |||||
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12/10/2009
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(6,775.00 | ) | 24.5021 | |||||
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12/10/2009
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3,237.00 | 24.1668 | ||||||
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12/10/2009
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(13,005.00 | ) | 24.3897 | |||||
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12/11/2009
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(51,937.00 | ) | 24.9776 | |||||
|
12/14/2009
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(8,590.00 | ) | 25.5595 | |||||