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Published on 12/15/2004 in the Prospect News Convertibles Daily and Prospect News PIPE Daily.

New Issue: NRG Energy upsized $420 million convertible preferred at 4.0%, up 24.5%

Nashville, Dec. 15 - NRG Energy Inc. sold an upsized $420 million of perpetual convertible preferreds at par with a 4.0% dividend and 24.5% initial conversion premium via equal placement agents Citigroup Global Markets Inc. and Deutsche Bank Securities.

The Section 4(2) deal, upsized from $400 million, priced at the aggressive end of revised guidance for a 4.0% to 4.25% dividend and 23.5% to 25% initial conversion premium, which had been tightened from original price talk for a 4.0% to 4.5% dividend and 22% to 25% initial conversion premium.

The Minneapolis-based power generation firm said proceeds would be used to redeem a portion of its 8% senior secured second-lien notes due 2013 and to enable NRG to use existing cash balances to repurchase 13 million shares of stock held by investment partnerships managed by MatlinPatterson Global Advisors LLC.

Terms of the new deal are:

Issuer:NRG Energy Inc.
Issue:Convertible perpetual preferreds
Placement agents:Citigroup Global Markets Inc. and Deutsche Bank Securities
Amount:$420 million, up from $400 million
Maturity:Perpetual
Dividend:4.0%
Price:Par, $1,000
Yield:4.0%
Conversion premium:24.5%
Conversion price:$40.00
Conversion ratio:1.25
Call:Non-callable for 5 years
Price talk:Revised: 4.0-4.25%, up 23.5-25%
Original: 4.0-4.5%, up 22-25%
Pricing date:Dec. 14, after the close
Settlement date:Dec. 20
Distribution:Section 4(2)

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