Long-term Debt and Finance Leases

9 Months Ended

Sep. 30, 2021

Long-term debt and finance leases consisted of the following:


(In millions, except rates)	September 30, 2021		December 31, 2020		Interest rate %
Recourse debt:
Senior Notes, due 2026	$	—	$	1,000	7.250
Senior Notes, due 2027	875		1,230		6.625
Senior Notes, due 2028	821		821		5.750
Senior Notes, due 2029	733		733		5.250
Senior Notes, due 2029	500		500		3.375
Senior Notes, due 2031	1,030		1,030		3.625
Senior Notes, due 2032	1,100		—		3.875
Convertible Senior Notes, due 2048(a)	575		575		2.750
Senior Secured First Lien Notes, due 2024	600		600		3.750
Senior Secured First Lien Notes, due 2025	500		500		2.000
Senior Secured First Lien Notes, due 2027	900		900		2.450
Senior Secured First Lien Notes, due 2029	500		500		4.450

Tax-exempt bonds	466		466		1.250 - 4.750

Subtotal recourse debt	8,600		8,855




Finance leases	13		4		various
Subtotal long-term debt and finance leases (including current maturities)	8,613		8,859
Less current maturities	(504)		(1)
Less debt issuance costs	(89)		(93)
Discounts	(63)		(74)
Total long-term debt and finance leases	$	7,957	$	8,691

(a)As of the ex-dividend date of October 29, 2021, the Convertible Senior Notes were convertible at a price of $44.89, which is equivalent to a conversion rate of approximately 22.2761 shares of common stock per $1,000 principal amount

Recourse Debt

Issuance of 2032 Senior Notes

On August 23, 2021, the Company issued $1.1 billion of aggregate principal amount at par of 3.875% senior notes due 2032 (the "2032 Senior Notes"). The 2032 Senior Notes are senior unsecured obligations of NRG and are guaranteed by certain of its subsidiaries. Interest is paid semi-annually beginning on February 15, 2022 until the maturity date of February 15, 2032. The 2032 Senior Notes were issued under NRG's Sustainability-Linked Bond Framework, which sets out certain sustainability targets, including reducing greenhouse gas emissions. Failure to meet such sustainability targets will result in a 25 basis point increase to the interest rate payable on the 2032 Senior Notes from and including August 15, 2026. The proceeds of the 2032 Senior Notes, along with cash on hand, were used to fund the redemption of $1.0 billion 7.250% Senior Notes due 2026 and $355 million of 6.625% Senior Notes due 2027.

2021 Senior Note Redemptions

On August 24, 2021, the Company redeemed $1.4 billion in aggregate principal of its Senior Notes for $1.4 billion using the proceeds of the 2032 Senior Notes and cash on hand. In connection with the redemptions, a $57 million loss on debt extinguishment was recorded, which included the write-off of previously deferred financing costs of $9 million, during the nine months ended September 30, 2021. The Company redeemed an additional $500 million of its 6.625% Senior Notes due 2027 in October 2021.


(In millions, except percentages)	Principal Repurchased		Cash Paid(a)		Average Early Redemption Percentage
7.250% Senior Notes, due 2026	$	1,000	$	1,056	103.625	%
6.625% Senior Notes, due 2027	355		369		103.313	%
Total Redemptions during the nine months ended September 30, 2021	$	1,355	$	1,425
6.625% Senior Notes, due 2027	$	500	$	524	103.313	%
Total Redemptions January 1, 2021 through November 4, 2021	$	1,855	$	1,949

(a)Includes accrued interest of $22 million and $29 million for redemptions through September 30, 2021 and November 4, 2021, respectively

Receivables Securitization Facilities

On July 26, 2021, NRG Receivables LLC, a wholly-owned indirect subsidiary of the Company, entered into the First Amendment to its accounts receivable securitized borrowing facility dated September 22, 2020 with a group of conduit lenders and banks and Royal Bank of Canada, as Administrative Agent (as amended, the “Receivables Facility”) to, among other things, (i) increase the existing revolving commitments by $50 million to an aggregate amount of $800 million, (ii) extend the maturity date until July 26, 2022, (iii) make certain adjustments to the pool of receivables through the Receivables Facility and certain related covenants and (iv) provide for revised language relating to interest determination based on SOFR in case of a LIBOR cessation or the occurrence of certain other trigger events. As of September 30, 2021, there were no outstanding borrowings and there were $400 million in letters of credit issued under the Receivables Facility.

On July 26, 2021, the Company renewed its existing Repurchase Facility to, among other things, (i) extend the maturity date to July 26, 2022 and (ii) provide for revised language relating to interest determination based on SOFR in case of a LIBOR cessation or the occurrence of certain other trigger events.

Revolving Credit Facility

During the third quarter of 2020, the Company amended its existing credit agreement to, among other things, (i) increase the existing revolving commitments in an aggregate amount of $802 million, and (ii) provide for a new tranche of revolving commitments in an aggregate amount of $273 million with a maturity date of July 5, 2023. The maturity date of the new revolving tranche of commitments may, upon request by the Company, and at the option of each applicable lender under the new tranche be extended to May 28, 2024, which is the maturity date of the existing and increased commitments. Other than with respect to the maturity date, the terms of all revolving commitments and loans made pursuant thereto are identical. The increase in the existing commitments, and the commitments with respect to the new tranche were effective on August 20, 2020 and became available on January 5, 2021 upon the closing of the Direct Energy Acquisition. As of September 30, 2021, total revolving commitments available, subject to usage, under the amended credit agreement was $3.7 billion.

Non-Recourse Debt

Put Option Agreement for Senior Debt Issuance

As further discussed in Part IV, Item 15, Note 14, Long-term Debt and Finance Leases of the Company's 2020 Form 10-K, the Company entered into a Put Option Agreement for Senior Debt Issuances (the “P-Caps”). In connection with the issuance of the P-Caps, on December 11, 2020, NRG entered into an amended and restated facility agreement for the issuance of letters of credit (the “LC Agreement”) with Deutsche Bank Trust Company Americas as collateral agent (the “Collateral Agent”) and administrative agent pursuant to which certain financial institutions (the “LC Issuers”) have agreed to provide letters of credit in an aggregate amount not to exceed $874 million to support the operations of NRG and its subsidiaries and minority investments, including to replace certain letters of credit and other credit support issued for the account of entities acquired pursuant to the Direct Energy Acquisition. In addition, on December 11, 2020, the Trust entered into an amended and restated pledge and control agreement (the “Pledge Agreement”), among NRG, the Trust and the Collateral Agent for the LC Issuers, under which the Trust agreed to grant a pledge over the Eligible Treasury Assets in favor of the Collateral Agent for the benefit of the LC Issuers. Pursuant to the LC Agreement and the Pledge Agreement, the Collateral Agent is entitled to withdraw Eligible Treasury Assets from the Trust’s pledged account, following notice to NRG, in the event NRG has failed to reimburse amounts drawn under any letter of credit issued pursuant to the LC Agreement, and the LC Issuers have the right to instruct the

Collateral Agent to enforce the pledge over the Eligible Treasury Assets upon the occurrence of any event of default under the LC Agreement. The LC Agreement and the Pledge Agreement were available on January 5, 2021. As of September 30, 2021, $864 million of letters of credit were issued under the LC Agreement.