UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) January 27, 2006
(January 25, 2006)
NRG Energy, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-15891
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41-1724329 |
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(State or other
jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
211 Carnegie Center Princeton, NJ 08540
(Address of principal executive offices) (Zip Code)
(609) 524-4500
(Registrant’s telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
NRG Energy, Inc.
Current Report on Form 8-K
Item 1.01. Entry into a Material Definitive Agreement.
On
January 25, 2006, NRG Energy, Inc., or NRG, entered into an underwriting agreement
(the “Common Stock Underwriting Agreement”), by and between
NRG and Morgan Stanley & Co.
Incorporated and Citigroup Global Markets Inc. (the “Representatives”), as representatives of the
several underwriters named therein, for the sale of 20,855,057 shares of common stock, par value
$0.01 per share (the “Common Stock”), of NRG. A copy of the Common Stock Underwriting
Agreement is attached to this report as Exhibit 1.01 and is incorporated herein by reference. The
shares of Common Stock were sold under NRG’s Form S-3 shelf registration statement (No.
333-130549) (the “Form S-3”) and are expected to yield
approximately $986.2 million in total proceeds to NRG, before
expenses. In addition, NRG has granted the Representatives an option, exercisable until
February 25, 2006, to purchase up to an additional 3,128,259 shares of Common Stock at the public
offering price, less an underwriting discount of $1.4625 per share, to cover over-allotments, if
any. Under the terms of the Common Stock Underwriting Agreement, NRG has agreed to
indemnify the underwriters against certain liabilities, including liabilities under the Securities
Act of 1933, as amended, and liabilities arising from any untrue statement of a material fact
related to NRG contained in NRG’s registration statement, the preliminary
prospectus, any issuer free writing prospectus or the final prospectus or omission to state therein
a material fact required to be stated therein or necessary to make the statements therein not
misleading.
On January 25, 2006, NRG entered into an underwriting agreement
(the “Preferred Stock Underwriting Agreement”), by and
between NRG and the Representatives, as representatives of the
several underwriters named therein, for the sale of 2,000,000 shares of its 5.75% Mandatory
Convertible Preferred Stock, par value $0.01 per share (the
“Preferred Stock”), of NRG. A
copy of the Preferred Stock Underwriting Agreement is attached to this report as Exhibit 1.02 and
is incorporated herein by reference. The shares of Preferred Stock
were sold under NRG’s
Form S-3 and are expected to yield approximately $486.3 million in
total proceeds to NRG, before expenses. NRG has applied to list the Preferred Stock
on the New York Stock Exchange under the symbol “NRGPra.”
In addition, NRG has granted the
Representatives an option, exercisable until February 25, 2006, to purchase up to an additional
300,000 shares of Preferred Stock at the public offering price, less an underwriting discount of
$6.875 per share, to cover over-allotments, if any. Under the terms of the Preferred Stock
Underwriting Agreement, NRG has agreed to indemnify the underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended, and liabilities
arising from any untrue statement of a material fact related to NRG
contained in NRG’s registration statement, the preliminary prospectus, any issuer free writing prospectus or
the final prospectus or omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading.
On January 26, 2006, NRG entered into an underwriting agreement
(the “Senior Notes Underwriting Agreement”), by and between
NRG and the Representatives, as representatives of the
several underwriters named therein, for the sale by NRG of (i) $1,200,000,000 aggregate
principal amount of 7.250% senior notes due 2014 and (ii) $2,400,000,000 aggregate principal amount
of 7.375% senior notes due 2016 (together, the “Senior Notes”). A copy of the Senior Notes
Underwriting Agreement is attached to this report as Exhibit 1.03 and is incorporated herein by
reference. The Senior Notes were sold under NRG’s Form S-3
and are
expected to yield approximately $3,532.5 million in total proceeds to NRG, before expenses. Under the terms of the Senior Notes
Underwriting Agreement, NRG has agreed to indemnify the underwriters against certain liabilities, including liabilities under
the Securities Act of 1933, as amended, and liabilities arising from any untrue statement of a
material fact related to NRG contained in NRG’s registration statement, the
preliminary prospectus, any issuer free writing prospectus or the final prospectus or omission to
state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading.
Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., Lehman Brothers Inc., Banc
of America Securities LLC, Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Goldman Sachs & Co. and certain of their affiliates are lenders under, and receive
customary fees and expenses in connection with certain of the Company’s credit facilities,
including a new senior secured credit facility that the Company intends to enter into at or prior
to the consummation of its acquisition of Texas Genco LLC.
In connection with the issuance of the Common Stock, a form of Common Stock certificate is
attached as Exhibit 4.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed as part of this report:
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| Exhibit No. |
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Description |
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1.01
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Common Stock Underwriting Agreement, dated January 25, 2006. |
1.02
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Preferred Stock Underwriting Agreement, dated January 25, 2006. |
1.03
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Senior Notes Underwriting Agreement, dated January 26, 2006. |
4.1
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Specimen of Certificate
Representing Common Stock, par value $0.01 per share. |