Filed by Mirant Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934, as amended
Subject Company: Mirant Corporation
(Commission File No. 001-16107)
Below is an Employee Town Hall Presentation, which was delivered on April 13, 2010 and which has been made available for replay on Mirants intranet website.
Mirant
Employee Town Hall Presentation April 13, 2010
|
Safe
Harbor Forward Looking Statements
This presentation contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are typically identified by
words or phrases such as will, anticipate, estimate, expect, project, intend, plan, believe, target, forecast, and other
words and terms of similar meaning. These forward-looking statements involve a number of
risks and uncertainties. RRI Energy and Mirant caution readers that any
forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-
looking statement. Such forward-looking statements include, but are not limited to,
statements about the benefits of the proposed merger involving RRI Energ and Mirant, including
future financial and operating results, RRI Energys and Mirants plans, objectives, expectations and intentions, the expected timing of
completion of the transaction, and other statements that are not historical facts. Important
factors that could cause actual results to differ materially from those indicated by such
forward-looking statements are set forth in RRI Energys and Mirants filings with the Securities and Exchange Commission. These include
risks and uncertainties relating to: the ability to obtain the requisite RRI Energy and Mirant
shareholder approvals; the risk that Mirant or RRI Energy may be unable to obtain governmental
and regulatory approvals required for the merger, or required governmental and regulatory approvals may delay the merger or
result in the imposition of conditions that could cause the parties to abandon the merger; the risk
that a condition to closing of the merger may not be satisfied; the timing to consummate the
proposed merger; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other
synergies from the transaction may not be fully realized or may take longer to realize than expected;
disruption from the transaction making it more difficult to maintain relationships with
customers, employees or suppliers; the diversion of management time on merger-related issues; general worldwide economic
conditions and related uncertainties; and the effect of changes in governmental regulations; and other
factors discussed or referred to in the Risk Factors section of each of RRI
Energys and Mirants most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission. Each forward-
looking statement speaks only as of the date of the particular statement and neither RRI Energy nor
Mirant undertake any obligation to publicly update any forward-looking statement, whether
as a result of new information, future events or otherwise. Additional Information And Where To Find It
This presentation does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. In connection with the proposed merger between RRI Energy and
Mirant, RRI Energy will file with the SEC a Registration Statement on Form S-4 that will
include a joint proxy statement of RRI Energy and Mirant that also constitutes a prospectus of RRI Energy. RRI Energy and
the SECs website (www.sec.gov). You may also obtain these documents, free of charge, from
RRI Energys website (www.rrienergy.com) under the tab Investor Relations and
then under the heading Company Filings. You may also obtain these documents, free of charge, from Mirants website
(www.mirant.com) under the tab Investor Relations and then under the heading SEC
Filings. Participants In The Merger Solicitation
RRI Energy, Mirant, and their respective directors, executive officers and certain other members of
management and employees may be soliciting proxies from RRI Energy and Mirant shareholders in
favor of the merger and related matters. Information regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of RRI Energy and Mirant shareholders in connection with the
proposed merger will be set forth in the joint proxy statement/prospectus when it is filed with
the SEC. You can find information about RRI Energys executive officers and directors in its definitive proxy
statement filed with the SEC on April 1, 2010. You can find information about Mirants
executive officers and directors in its definitive proxy statement filed with the SEC on March
26, 2010. Additional information about RRI Energys executive officers and directors and Mirants executive officers and directors can be
found in the above-referenced Registration Statement on Form S-4 when it becomes
available. You can obtain free copies of these documents from RRI Energy and Mirant using
the contact information above. Mirant
will
mail
the
joint
proxy
statement/prospectus
to
their
respective
shareholders.
RRI
Energy
and
Mirant
urge
investors
and
shareholders
to
read
the
joint
proxy
statement/prospectus
regarding
the
proposed
merger
when
it
becomes
available,
as
well
as
other
documents
filed
with
the
SEC,
because
they
will
contain
important
information.
You
may
obtain
copies
of
all
documents
filed
with
the
SEC
regarding
this
transaction,
free
of
charge,
at |
2
About RRI Energy
More than 14,000 megawatts of power generation capacity
Power generation assets located in key regions of the country
Fleet utilizes a mix of natural gas, coal and oil
Approximately 2,200 employees
Based in Houston, Texas |
3
Transaction Terms
Company Name
GenOn
Energy
Consideration
Merger of equals
100% stock transaction
Exchange Ratio
Mirant stockholders will receive 2.835 shares of RRI Energy in exchange for each
share of Mirant Ownership
Mirant
stockholders
will
own
approximately
54%
of
GenOn
Energy
RRI
Energy
stockholders
will
own
approximately
46%
of
GenOn
Energy
Board of Directors
GenOn
Energy Board to consist of 10 directors
5 Directors from Mirant/ 5 Directors from RRI Energy
Management
Edward R. Muller, Chairman & CEO
Mark M. Jacobs, President & COO
J. William Holden III, CFO
Identified executive leadership team reflects balanced representation from both
companies Headquarters
Corporate headquarters in Houston, TX
Transaction Close
Expected before the end of 2010 |
4
Creating Leading IPP With Combined 24,700 MW Generating Capacity
Shared Commitment to Operational & Commercial Excellence
Increased Scale and Diversity Across Key Regions
Substantial Cost Savings
Positioned to Benefit from Improvement in Market Fundamentals
Stronger Balance Sheet & Ample Liquidity
Good Fit Culturally and Operationally |
5
5
Increased Diversity and Scale
Color by Holding Company Name
Mirant
RRI Energy
Size By Summer Capacity MW
200 to 810
75 to 200
50 to 75
20 to 50
1 to 29
all others
* Approximately 1,300 MW will move from MISO
to PJM in June 2011
PRO FORMA CAPACITY
By Geography
PJM
50%
Southeast
10%
MISO*
7%
NYISO &
ISONE
10%
CAISO
23%
PRO FORMA CAPACITY
24.7 GW
Dual
30%
Oil
2%
Natural
Gas
37%
Coal
19%
Controlled
Coal
11%
Uncontrolled
PRO FORMA GENERATION
~39,600
GWh
¹
Coal
59%
Controlled
Natural
Gas
13%
Coal
25%
Uncontrolled
Dual 3%
CAISO
Midwest ISO
ISO-NE
NYISO
PJM
¹
Based
on
2009
actuals |
6
A Market Leader
(GW)
U.S. Competitive Generation Capacity
31.0
24.7
24.3
23.5
21.0
18.1
15.9
14.6
12.4
11.7
10.1
9.9
9.9
9.2
7.0
6.4
6.3
4.6
0
5
10
15
20
25
30
35 |
7
GenOn
Energy Senior Management Team
Bill Holden, CFO
Mark Jacobs, President & COO
Mike Jines, General Counsel
Robert Gaudette, Chief Commercial Officer
Anne Cleary, Asset Management
Ed Muller, Chairman & CEO
Dave Freysinger, Operations |
8
What Happens Next?
Companies take needed steps to close transaction before end of 2010
Mirant and RRI Energy stockholder approval
Regulatory approvals
Integration team to carefully evaluate all employee-related issues
Will utilize best practices and harness talents from each company
Will strive to keep you informed as we make progress
Most decisions in 60 days
Committed to treating all employees fairly
Continue to operate as stand alone companies until the transaction closes
Important for all employees to stay focused on day-to-day
responsibilities Combination will create stronger business,
better able to compete and provide opportunities for employees
|