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): November 21, 2006
NRG ENERGY, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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001-15891
(Commission File Number)
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41-1724239
(IRS Employer Identification No.) |
211 Carnegie Center, Princeton, New Jersey 08540
(Address of principal executive offices, including zip code)
(609) 524-4500
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01 Entry Into a Material Definitive Agreement.
Ninth Supplemental Indenture
On November 21, 2006, NRG Energy, Inc. (“NRG”) completed the sale of $1,100,000,000 aggregate
principal amount of 7.375% senior notes due 2017 (the “Senior Notes”). The Senior Notes were issued
under an Indenture, dated February 2, 2006, among NRG and Law Debenture Trust Company of New York,
as trustee (the “Trustee”), as supplemented by a Ninth Supplemental Indenture, dated November 21,
2006 (the “Ninth Supplemental Indenture”) among NRG, the guarantors named therein and the Trustee,
related to the Senior Notes. The Ninth Supplemental Indenture and the form of Senior Notes, which
are attached as exhibits to the Ninth Supplemental Indenture, provide, among other things, that the
Senior Notes will be senior unsecured obligations of NRG.
Interest is payable on the Senior Notes on January 15 and July 15 of each year beginning on
July 15, 2007 until their maturity date of January 15, 2017. On or after January 15, 2012, NRG may
redeem all or a portion of the Senior Notes at redemption prices set forth in the Ninth
Supplemental Indenture. In addition, at any time prior to January 15, 2010, NRG may redeem up to
35% of the aggregate principal amount of the Senior Notes with the net proceeds of certain equity
offerings at the redemption price set forth in the Ninth Supplemental Indenture.
The terms of the Ninth Supplemental Indenture, among other things, limit the ability of NRG
and certain of its subsidiaries to: make restricted payments; restrict dividends or other payments
of subsidiaries; incur additional debt; engage in transactions with affiliates; create liens on
assets; engage in sale and leaseback transactions; and consolidate, merge or transfer all or
substantially all of its assets and the assets of its subsidiaries.
The Ninth Supplemental Indenture provides for customary events of default which include
(subject in certain cases to customary grace and cure periods), among others, nonpayment of
principal or interest; breach of other agreements in the indentures; defaults in failure to pay
certain other indebtedness; the rendering of judgments to pay certain amounts of money against NRG
and its subsidiaries; the failure of certain guarantees to be enforceable; and certain events of
bankruptcy or insolvency. Generally, if an event of default occurs and is not cured within the time
periods specified, the Trustee or the holders of at least 25% in principal amount of the then
outstanding series of Senior Notes may declare all the Senior Notes of such series to be due and
payable immediately.
A copy of the Ninth Supplemental Indenture is attached as Exhibit 4.1 to this Current Report
on Form 8-K and is incorporated by reference herein. The description of the material terms of the
Ninth Supplemental Indenture is qualified in its entirety by reference to such exhibits.
Amendments to Senior Credit Facility
On February 2, 2006, NRG entered into a senior secured credit facility with a syndicate of
financial institutions, including Morgan Stanley Senior Funding, Inc., as administrative agent,
Morgan Stanley & Co. Incorporated, as collateral agent, and Morgan Stanley Senior Funding, Inc. and
Citigroup Global Markets Inc. as joint lead bookrunners, joint lead arrangers and co-documentation
agents providing for up to an aggregate amount of $5.575 billion (the “Senior Credit Facility”),
consisting of a $3.575 billion senior first priority secured term loan facility (the “Term Loan
Facility”), a $1.0 billion senior first priority secured revolving credit facility (the “Revolving
Credit Facility”) and a $1.0 billion senior first priority secured synthetic letter of credit
facility (the “Letter of Credit Facility”). The Term Loan Facility will mature on February 2, 2013
and will amortize in 27 consecutive equal quarterly installments of .25% of the original principal
amount of the Term Loan Facility during the first 63/4 years thereof with the balance payable on
the seventh anniversary thereof. The full amount of the Revolving Credit Facility will mature on
February 2, 2011. The Letter of Credit Facility will mature on February 2, 2013 and no amortization
will be required in respect thereof. The Senior Credit Facility is guaranteed by substantially all
of NRG’s existing and future direct and indirect subsidiaries and is secured by substantially all
of the assets of NRG and the assets of its subsidiaries. Further information about the Senior Credit Facility may be found in NRG’s Current Report on Form 8-K filed February 6, 2006.
On November 21, 2006, NRG amended the Senior Credit Facility. The amendments, among other things:
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permit the incurrence of the debt to fund certain hedge resets entered into by NRG; |
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increase the amount of the synthetic letter of credit facility by $500 million to
support incremental hedging activity; |
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increase the “Available Amount” (as defined in the credit agreement governing the Senior
Credit Facility), and effect a corresponding increase in NRG’s restricted payments
capacity, to $500 million as of the November 21, 2006 closing date; and |
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provide additional flexibility to NRG with respect to certain covenants governing or
restricting the use of excess cash flow, new investments, new indebtedness and permitted
liens. |
A copy of the amended and restated credit agreement governing the Senior Credit Facility is
attached as Exhibit 10.1 to this Current Report on Form 8-K. The description of the material terms
of the amended and restated credit agreement is qualified in its entirety by reference to such
exhibit.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement of the Registrant
The disclosures under Item 1.01(a) of this Current Report on Form 8-K relating to the Ninth
Supplemental Indenture, the Senior Notes and the Senior Credit Facility Amendment are also
responsive to Item 2.03 of this report and are incorporated by reference into this Item 2.03.
Item 8.01. Other Events.
The validity of the Senior Notes and the related guarantees by guarantors organized in
Delaware and California were passed upon on NRG’s behalf by Kirkland & Ellis LLP, Chicago,
Illinois. Certain matters of Minnesota law were passed upon by Leonard, Street and Deinard,
Professional Association. Certain matters of Virginia law were passed upon by Williams Mullen.
Certain matters of Texas law were passed upon by Vinson & Elkins LLP.
NRG is also filing the following exhibits as part of this Current Report on Form 8-K, to be
incorporated by reference into the Registration Statement on Form S-3ASR, filed on December 21,
2005 (File No. 333-130549), including the Opinions of Kirkland & Ellis LLP, Leonard, Street and
Deinard, Professional Association, Williams Mullen and Vinson & Elkins LLP, which are attached
hereto as Exhibits 5.1, 5.2, 5.3 and 5.4, respectively, and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Description |
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4.1 |
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Ninth Supplemental Indenture, dated November 21, 2006,
among NRG Energy, Inc., the guarantors named therein and
Law Debenture Trust Company of New York. |
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4.2 |
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Form of 7.375% Senior Note due 2017 (incorporated by
reference to Exhibit 4.1 filed herewith). |
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5.1 |
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Opinion of Kirkland & Ellis LLP, with respect to NRG
Energy, Inc. and the guarantors organized under the laws of
the States of Delaware and California. |
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5.2 |
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Opinion of Leonard, Street and Deinard, Professional
Association, with respect to the guarantors organized under
the laws of the State of Minnesota. |
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5.3 |
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Opinion of Williams Mullen, with respect to the guarantors
organized under the laws of the State of Virginia. |
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