NRG Energy, Inc. Announces Early Results of its Cash Tender Offers
24 11월 2023 - 9:30PM
Business Wire
NRG Energy, Inc. (NYSE:NRG) announced today the early results of
its previously announced offers to purchase for cash (collectively,
the “Tender Offer”) up to $620 million
aggregate principal amount (the “Maximum
Tender Amount”) of its outstanding 3.875% senior notes due
2032 (the “2032 Notes”), 3.625% senior
notes due 2031 (the “2031 Notes”), and
3.375% senior notes due 2029 (the “2029
Notes” and, collectively with the 2032 Notes and the 2031
Notes, the “Notes”). The Maximum
Tender Amount is subject to order of priority (the “Acceptance Priority Level”) and proration
arrangements as set forth in the Offer to Purchase, dated November
6, 2023 (as amended by the press release dated November 20, 2023,
the “Offer to Purchase”).
According to information provided by D.F. King & Co., Inc.,
the tender and information agent (the “Tender
and Information Agent”), $681.4 million aggregate principal
amount of the 2032 Notes were validly tendered and not validly
withdrawn (the “Tendered 2032 Notes”)
on or prior to 5:00 p.m., New York City time, on November 22, 2023
(the “Early Tender Date”). Because the
Tendered 2032 Notes exceeded the Maximum Tender Amount, NRG expects
to accept the Maximum Tender Amount of the Tendered 2032 Notes
(which represents a proration factor of approximately 91%) for
purchase and none of the 2031 notes or the 2029 notes will be
accepted for purchase pursuant to the Tender Offer. Although the
Tenders Offers are scheduled to expire at 5:00 p.m., New York City
time, on December 6, 2023 (the “Expiration
Date”), because the Tender Offer was fully subscribed as of
the Early Tender Date, NRG does not expect to accept for purchase
any Notes tendered after the Early Tender Date. Notes tendered and
not accepted for purchase will be promptly returned to the
tendering holders as described in the Offer to Purchase.
Holders of 2032 Notes who have validly tendered and not validly
withdrawn their 2032 Notes at or prior to the Early Tender Date and
accepted for purchase on a prorated basis as described in the Offer
to Purchase will receive the applicable Total Consideration (as
defined in the Offer to Purchase) for such 2032 Notes, which
includes the Early Tender Payment (as defined in the Offer to
Purchase). In addition, with respect to the 2032 Notes accepted for
purchase, NRG will pay accrued and unpaid interest on the principal
amount of 2032 Notes accepted for purchase from the most recent
interest payment date on the 2032 Notes to, but not including,
November 27, 2023, which is expected to be the settlement date.
NRG’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. 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
applicable series of Notes, and the Notes tendered pursuant to the
Tender Offer will be promptly returned to the tendering holders.
NRG 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.
Copies of the Offer to Purchase are available to holders of the
Notes from the Tender and Information Agent. Requests for copies of
the Offer to Purchase should be directed to the Tender and
Information Agent at +1 (877) 732-3619 (toll free) and +1 (212)
269-5550 (collect) or by e-mail to nrg@dfking.com. NRG has engaged
BMO Capital Markets Corp. and Credit Agricole Securities (USA) Inc.
as joint lead dealer managers for the Tender Offers. Questions
regarding the terms of the Tender Offers may be directed to BMO
Capital Markets Corp. at +1 (212) 702-1840 (collect) or +1 (833)
418-0762 (toll-free); and Credit Agricole Securities (USA) Inc. at
+ 1 (866) 807-6030.
None of NRG, 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
Offers or expressing any opinion as to whether the terms of the
Tender Offers 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 for a description of the offer terms,
conditions, disclaimers and other information applicable to the
Tender Offers.
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. NRG
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.
Forward-Looking Statements
This news release contains 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 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.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20231122958864/en/
Investors: Brendan Mulhern Investor.relations@nrg.com
609.524.4767
Media: Chevalier Gray Chevalier.gray@nrg.com
832.331.8126
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