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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
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):
October 15, 2024
NRG ENERGY, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation) |
|
001-15891
(Commission File Number) |
|
41-1724239
(IRS Employer Identification No.) |
910
Louisiana Street, Houston,
Texas 77002
(Address of principal executive offices, including zip code)
(713)
537-3000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of exchange on which
registered |
| Common Stock, par value $0.01 |
|
NRG |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 7.01. |
Regulation FD Disclosure. |
In connection with the Tender Offer (as defined
below) and the Exchange Offer (as defined below), NRG Energy, Inc. (“NRG”) will disclose that, subject to market conditions
and following the launch of the Tender Offer and the Exchange Offer, it intends to commence the marketing process for the incurrence of
new unsecured senior debt of up to $1,500 million aggregate principal amount (the “Financing”). There are no assurances that
the Financing will be consummated.
NRG intends to use the net proceeds from the Financing
to pay the tender price of the Tender Offer, repay a portion of the outstanding term loan of APX (as defined below) and, the remainder,
if any, to refinance outstanding NRG debt and for general corporate purposes. NRG expects that the financing transactions will be leverage neutral.
The Financing, along with the Tender Offer and
Exchange Offer, is intended to simplify NRG’s capital structure by moving some or all of APX’s indebtedness to NRG, which
will also allow for the full integration of Vivint Smart Home into our core portfolio, and extend the maturity profile of our consolidated
indebtedness.
On October 15, 2024, NRG issued a press release
announcing that its wholly-owned subsidiary, APX Group, Inc. (“APX”), has commenced a cash tender offer to purchase (the
“Tender Offer”) any and all of APX’s 6.75% senior secured notes due 2027 (the “APX 2027 Notes”), of which
$600 million aggregate principal amount is currently outstanding. In conjunction with the Tender Offer, APX is soliciting consents (the
“2027 Notes Consent Solicitation”) to adopt certain proposed amendments to the indenture governing the APX 2027 Notes to (1) eliminate
substantially all of the restrictive covenants and certain affirmative covenants and events of default and related provisions therein
and (2) release all of the collateral securing the APX 2027 Notes. A copy of the press release announcing the Tender Offer and the
2027 Notes Consent Solicitation is attached hereto as Exhibit 99.1 and incorporated by reference herein.
In addition, on October 15, 2024, NRG issued
a press release announcing the commencement of an offer to exchange (the “Exchange Offer”) any and all of APX’s 5.75%
senior notes due 2029 (the “APX 2029 Notes”), of which $800 million aggregate principal amount is currently outstanding, for
(1) up to $800 million aggregate principal amount of new 5.75% senior notes due 2029 to be issued by NRG and (2) cash. In conjunction
with the Exchange Offer, NRG is soliciting consents (the “2029 Notes Consent Solicitation”) to adopt certain proposed amendments
to the indenture governing the APX 2029 Notes to eliminate substantially all of the restrictive covenants and certain affirmative covenants
and events of default and related provisions therein. A copy of the press release announcing the Exchange Offer and the 2029 Consent Solicitation
is attached hereto as Exhibit 99.2 and incorporated by reference herein.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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.
| Dated: October 15, 2024 |
NRG Energy, Inc. |
| |
(Registrant) |
| |
|
|
| |
By: |
/s/ Christine A. Zoino |
| |
|
Christine A. Zoino |
| |
|
Corporate Secretary |
Exhibit 99.1
NRG Energy, Inc. Announces Cash Tender
Offer and Consent Solicitation for
any and all of APX Group, Inc.’s
outstanding 6.75% Senior Secured Notes due 2027
Houston, TX – October 15, 2024 –
NRG Energy, Inc. (NYSE:NRG) announced today that its wholly-owned subsidiary, APX Group, Inc. (“APX”), has commenced
an offer to purchase for cash (the “Tender Offer”) any and all of APX’s outstanding 6.75% senior secured notes due 2027
(the “Notes”), of which $600 million aggregate principal amount is currently outstanding.
In conjunction with the Tender Offer, APX is also
soliciting consents (the “Consent Solicitation”) to adopt certain proposed amendments to the indenture governing the Notes
to (1) eliminate substantially all of the restrictive covenants and certain affirmative covenants and events of default and related
provisions therein (the “Proposed Amendments”) and (2) release all of the collateral securing the Notes (the “Collateral
Release”). The Proposed Amendments require the consent of holders of a majority in aggregate principal amount of the outstanding
Notes (the “Covenant Requisite Consent”) and the Collateral Release requires the consent of holders of at least 662/3%
in aggregate principal amount of the outstanding Notes (the “Collateral Release Requisite Consent,” and together with the
Covenant Requisite Consent, the “Requisite Consents”).
The Tender Offer and Consent Solicitation are
being made pursuant to the Offer to Purchase and Consent Solicitation Statement, dated October 15, 2024 (the “Offer to Purchase
and Consent Solicitation Statement”).
Certain information regarding the Notes and the terms of the Tender
Offer is summarized in the table below.
Title of
Security | |
CUSIP/ISIN
Numbers | |
Principal
Amount
Outstanding | |
UST
Reference
Security | |
Bloomberg
Reference
Page(1) | |
Fixed Spread
(bps) | |
Early Tender
Payment(2)(3) | |
| | |
| |
| |
| |
| |
| |
| |
6.75% Senior
Secured Notes due 2027 | |
CUSIP: 00213M AV6
(144A) and U0385P
AN6
(Reg S)
ISIN: US00213MAV63
(144A) and
USU0385PAN60 (Reg S) | |
$600 million | |
2.000% due February 15, 2025 | |
FIT3 | |
+50 | |
| $50.00 | |
(1) The
page on Bloomberg from which the dealer managers will quote the bid side price of the U.S. Treasury Security. In the table above
“UST” denotes a U.S. Treasury Security.
(2) Per
$1,000 principal amount of Notes tendered and accepted for purchase.
(3) Included
in the Total Consideration (as defined below) for Notes tendered and accepted for purchase on or prior to the Early Tender Deadline (as
defined below).
The Tender Offer is scheduled to expire at 5:00
p.m., New York City time, on November 13, 2024 (such time and date, as it may be extended, the “Expiration Time”). Holders
of Notes who validly tender (and do not validly withdraw) their Notes at or prior to 5:00 p.m., New York City time, on October 28,
2024 (such time and date, as it may be extended, the “Early Tender Deadline”) will be eligible to receive the Total Consideration
for such Notes, which includes the Early Tender Payment set forth in the table above. Holders of Notes who validly tender their Notes
after the Early Tender Deadline but at or prior to the Expiration Time will not be eligible to receive the Early Tender Payment and will
therefore only be eligible to receive the Tender Offer Consideration, which is the Total Consideration less the Early Tender Payment.
In addition,
APX will pay accrued and unpaid interest on the principal amount of Notes accepted for purchase from the most recent interest payment
date on the Notes to, but not including, the applicable Settlement Date (as defined below). Validly tendered Notes may be validly
withdrawn at any time prior to the Early Tender Deadline but not thereafter, except as may be required by applicable law.
The Total Consideration payable by APX for the
Notes (the “Total Consideration”) will be a price per $1,000 principal amount intended to result in a yield to maturity equal
to the bid side yield to maturity of the U.S. Treasury reference security specified in the table above, as determined at 10:00 a.m., New
York City time, on October 29, 2024 (unless otherwise extended by us as described in the Offer to Purchase and Consent Solicitation
Statement), plus the fixed spread specified in the table above, calculated in accordance with the Offer to Purchase and Consent Solicitation
Statement.
The settlement date for the Notes validly
tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase is expected to be within three
business days following the Early Tender Deadline or as promptly as practicable thereafter, unless extended or earlier terminated
(the “Early Settlement Date”). The settlement date for the Notes validly tendered after the Early Tender Deadline but at
or prior to the Expiration Time and accepted for purchase is expected to be within three business days following the Expiration Time
or as promptly as practicable thereafter, unless extended or earlier terminated (the “Final Settlement Date,” and along
with the Early Settlement Date, each a “Settlement Date”).
Assuming receipt of the Requisite Consents, APX,
the guarantors party thereto, the trustee and collateral agent expect to execute and deliver a supplemental indenture to the indenture
governing the Notes. The supplemental indenture will become effective immediately upon execution but (1) the Proposed Amendments
will not become operative until we accept for purchase the Notes satisfying the Requisite Consents in the Tender Offer and (2) the
Collateral Release will not become operative until we accept for purchase the Notes satisfying the Collateral Release Requisite Consent
in the Tender Offer.
APX’s obligation to purchase Notes in the
Tender Offer is conditioned on the satisfaction or waiver of a number of conditions as described in the Offer to Purchase and Consent
Solicitation Statement, including the Financing Condition (as defined in the Offer to Purchase and Consent Solicitation Statement). The
Tender Offer is not conditioned upon the tender of any minimum principal amount of Notes. In the event of a termination of the Tender
Offer, neither the applicable consideration will be paid or become payable to the holders of the Notes, and the Notes tendered pursuant
to the Tender Offer will be promptly returned to the tendering holders. APX has the right, in its sole discretion, to not accept any tenders
of Notes for any reason and to amend or terminate the Tender Offer at any time. NRG and APX currently do not intend to redeem in the near
future any Notes remaining after the settlement of the Tender Offer.
Copies of the Offer to Purchase and Consent Solicitation
Statement are available to holders of the Notes from D.F. King & Co., Inc., the tender agent and information agent for the
Tender Offer (the “Tender and Information Agent”). Requests for copies of the Offer to Purchase and Consent Solicitation Statement
should be directed to the Tender and Information Agent at (800) 949-2583 (toll free) and (212) 269-5550 (banks and brokers) or by e-mail
to nrg@dfking.com. APX has engaged Mizuho Securities USA LLC, Truist Securities, Inc., Citigroup Global Markets Inc. and Goldman
Sachs & Co. LLC as lead dealer managers for the Tender Offer and lead solicitation agents for the Consent Solicitation.
Questions regarding the terms of the Tender Offer and Consent Solicitation may be directed to Mizuho Securities USA LLC at +1 (212) 205-7736
(collect) or +1 (866) 271-7403 (toll-free); Truist Securities, Inc. at + 1 (404) 926-5262 (collect); Citigroup Global Markets Inc.
at +1 (212) 723-6106 (collect) or +1 (800) 558-3745 (toll-free); and Goldman Sachs & Co. LLC at +1 (212) 902-5962 (collect) or
+1 (800) 828-3182 (toll-free).
None of APX, the dealer managers, the Tender and
Information Agent, the trustee for the Notes or any of their respective affiliates is making any recommendation as to whether holders
should or should not tender any Notes in response to the Tender Offer or expressing any opinion as to whether the terms of the Tender
Offer are fair to any holder. Holders of the Notes must make their own decision as to whether to tender any of their Notes and, if so,
the principal amount of Notes to tender. Please refer to the Offer to Purchase and Consent Solicitation Statement for a description of
the offer terms, conditions, disclaimers and other information applicable to the Tender Offer and Consent Solicitation.
This press release does not constitute an offer
to purchase or the solicitation of an offer to sell any securities. The Tender Offer is being made solely by means of the Offer to Purchase
and Consent Solicitation Statement. APX is making the Tender Offer only in those jurisdictions where it is legal to do so. The Tender
Offer is not being made to holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such jurisdiction.
About NRG
NRG Energy is
a leading energy and home services company powered by people and our passion for a smarter, cleaner, and more connected future. A Fortune
500 company operating in the United States and Canada,
NRG delivers innovative solutions that help people, organizations, and businesses achieve their goals while also advocating for competitive
energy markets and customer choice.
Forward-Looking Statements
This
news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and
Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to certain risks, uncertainties
and assumptions and typically can be identified by the use of words such as “expect,” “estimate,” “should,”
“anticipate,” “forecast,” “plan,” “guidance,” “outlook,” “believe”
and similar terms. Although NRG believes that the expectations are reasonable, it can give no assurance that these expectations will prove
to be correct, and actual results may vary materially.
NRG
undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise, except as required by law. 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 SEC at www.sec.gov.
Contacts:
Media
Chevalier Gray
832.763.3454
Investors
Brendan Mulhern
609.524.4767
Exhibit 99.2
NRG Energy, Inc. Announces Exchange Offer
and Consent Solicitation for
any and all of APX Group, Inc.’s outstanding 5.75% Senior Notes due 2029
Houston, TX – October 15, 2024 –
NRG Energy, Inc. (NYSE:NRG) announced today the commencement of an offer to exchange (the “Exchange Offer”) any and all
outstanding 5.75% Senior Notes due 2029 (the “Existing APX Unsecured Notes”) issued by APX Group, Inc. (“APX”)
for new notes to be issued by NRG (the “New NRG Exchange Notes”) and cash, as set forth in the table below.
In conjunction with the Exchange Offer, NRG is
also soliciting consents (the “Consent Solicitation”) to adopt certain proposed amendments to the indenture governing the
Existing APX Unsecured Notes to eliminate substantially all of the restrictive covenants and certain affirmative covenants and events
of default and related provisions therein.
The Exchange Offer and the Consent Solicitation
are being made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement,
dated October 15, 2024 (the “Offering Memorandum and Consent Solicitation Statement”).
Certain information regarding the Existing APX
Unsecured Notes and the terms of the Exchange Offer is summarized below.
Title of
Existing
APX
Unsecured
Notes |
|
|
CUSIP/ISIN
Numbers |
|
Principal
Amount
Outstanding |
|
Exchange
Consideration(1) |
+ |
Early Tender
Premium(1) |
= |
Total Exchange
Consideration(1)(2) |
5.75%
Senior Notes
due 2029 |
|
|
CUSIP: 00213M AW4
(144A); U0385P AP1
(Reg S) / ISIN:
US00213MAW47
(144A);
USU0385PAP19 (Reg S) |
|
$800 Million |
|
$950 principal
amount of New
NRG Exchange
Notes |
|
$50 principal
amount of New
NRG Exchange
Notes and $1.00
in cash |
|
$1,000 principal
amount of New NRG
Exchange Notes and
$1.00 in cash |
(1) For each $1,000 principal amount of the Existing APX Unsecured
Notes accepted for exchange.
(2) Includes the Early Tender Premium.
Holders who validly tender (and do not
validly withdraw) their Existing APX Unsecured Notes at or prior to 5:00 p.m., Eastern Standard Time, on October 28, 2024,
unless extended (the “Early Tender Date”), will be eligible to receive the Total Exchange Consideration as set forth in
the table above. The Total Exchange Consideration includes the Early Tender Premium as set forth in the table above, for all such
Existing APX Unsecured Notes that are accepted for exchange. The early settlement date is expected to be within three business days
after the Early Tender Date or as promptly as practicable thereafter. Holders who validly tender their Existing APX Unsecured Notes
after the Early Tender Date but prior to 5:00 p.m., Eastern Standard Time, on November 13, 2024, unless extended (the
“Expiration Date”), will not be eligible to receive the Early Tender Premium as set forth in the table above. Those
holders will only be eligible to receive the Exchange Consideration as set forth in the table above on the settlement date. The
final settlement date is expected to be within three business days after the Expiration Date or as promptly as practicable
thereafter. NRG and APX currently do not intend to redeem in the near future any Existing APX Unsecured Notes remaining after the
settlement of the Exchange Offer.
Documents relating to the Exchange Offer and the
Consent Solicitation will only be distributed to eligible holders of Existing APX Unsecured Notes who certify that they are either (a) a
“Qualified Institutional Buyer,” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), or (b) a person that is outside the “United States” and is (i) not a “U.S.
person,” as those terms are defined in Rule 902 under the Securities Act and (ii) a “non-U.S. qualified offeree”
(as defined in the Offering Memorandum and Consent Solicitation Statement). The complete terms and conditions of the Exchange Offer and
the Consent Solicitation are described in the Offering Memorandum and Consent Solicitation Statement, a copy of which may be obtained
by contacting D.F. King & Co., Inc., the exchange agent and the information agent in connection with the Exchange Offer
and the Consent Solicitation, at (800) 949-2583 (toll free) or (212) 269-5550 (banks and brokers). The eligibility form is available atwww.dfking.com/NRG or by emailing D.F. King & Co., Inc. atnrg@dfking.com.
This press release does not constitute an offer
to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any
security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, purchase or
sale would be unlawful. The Exchange Offer and the Consent Solicitation are being made solely pursuant to the Offering Memorandum and
Consent Solicitation Statement and only to such persons and in such jurisdictions as is permitted under applicable law.
The New NRG Exchange Notes have not been registered
under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell any security, including
the New NRG Exchange Notes, nor a solicitation for an offer to purchase any security, including the New NRG Exchange Notes. NRG does not
intend to file a registration statement for the resale of the New NRG Exchange Notes.
About NRG
NRG Energy is
a leading energy and home services company powered by people and our passion for a smarter, cleaner, and more connected future. A Fortune
500 company operating in the United States and Canada,
NRG delivers innovative solutions that help people, organizations, and businesses achieve their goals while also advocating for competitive
energy markets and customer choice.
Forward-Looking Statements
This
news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and
Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to certain risks, uncertainties
and assumptions and typically can be identified by the use of words such as “expect,” “estimate,” “should,”
“anticipate,” “forecast,” “plan,” “guidance,” “outlook,” “believe”
and similar terms. Although NRG believes that the expectations are reasonable, it can give no assurance that these expectations will prove
to be correct, and actual results may vary materially.
NRG undertakes
no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law. 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 SEC at www.sec.gov.
Contacts:
Media
Chevalier Gray
832.763.3454
Investors
Brendan Mulhern
609.524.4767
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-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
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| Period Type: |
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| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
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| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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