NRG Energy capped tender offer oversubscribed by early deadline

By Marisa Wong

Los Angeles, Nov. 27 – NRG Energy, Inc. announced the early results of its Nov. 6 tender offer to purchase notes from three series: its outstanding $1.1 billion of 3 7/8% senior notes due 2032 (Cusips: 629377CS9, U66962AX6, 629377CR1); $1.03 billion of 3 5/8% senior notes due 2031 (Cusips: 629377CQ3, U66962AW8); and $500 million of 3 3/8% senior notes due 2029 (Cusip: U66962AV0).

NRG Energy offered to purchase up to $620 million aggregate principal amount of notes from the three series, listed above in order of acceptance priority. The maximum tender amount had been increased from an original amount of $600 million, as announced on Nov. 20.

As of 5 p.m. ET on Nov. 22, the early tender date (previously extended from 5 p.m. ET on Nov. 20), holders had tendered $681.4 million aggregate principal amount of the 2032 notes, according to a Friday press release.

Because the tendered 2032 notes exceeded the offer cap and based on acceptance priority, the company expects to accept for purchase the maximum tender amount of the 2032 notes using a proration factor of roughly 91% and none of the tendered 2031 notes or tendered 2029 notes.

The tender offer is still set to expire at 5 p.m. ET on Dec. 6. However, the company does not expect to accept for purchase any notes tendered after the early tender date.

The company will pay a total consideration of $810 per $1,000 principal amount of early tendered 2032 notes. The total consideration includes an early tender payment of $50 per $1,000 of notes tendered by the early deadline.

The company had offered a total consideration per $1,000 principal amount of $820 for the 2031 notes and $855 for the 2029 notes.

Holders also will receive accrued interest up to but excluding the payment date, which is expected to be Nov. 27 for the early tendered 2032 notes.

The tender offer is not conditioned on any minimum principal amount of notes being tendered, but it is subject to some other conditions.

D.F. King & Co., Inc. (877 732-3619, 212 269-5550; ornrg@dfking.com) is the tender agent and information agent.

BMO Capital Markets Corp. (212 702-1840 or 833 418-0762) and Credit Agricole Securities (USA) Inc. (866 807-6030) are the joint lead dealer managers.

NRG is a Princeton, N.J.-based wholesale power generation company.

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