UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| 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.
| Item 8.01. | Other Events. |
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
Exhibit No. |
Description | |
| 99.1 | Press Release, dated October 15, 2024, announcing the Tender Offer. | |
| 99.2 | Press Release, dated October 15, 2024, announcing the Exchange Offer. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the IXBRL document. |
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 | ||