UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 8, 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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41-1724239 |
| (State or other jurisdiction
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(Commission File Number)
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(IRS Employer Identification No.) |
| of incorporation) |
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211 Carnegie Center, Princeton, New Jersey 08540
(Address of principal executive offices, including zip code)
(609) 524-4500
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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))
Item 1.01
Entry Into Material Definitive Agreements
On
November 8, 2006, NRG Energy, Inc. (“NRG”) entered into an underwriting agreement (the
“Senior Notes Underwriting Agreement”), by and among NRG,
the guarantors named therein, and Merrill Lynch, Pierce, Fenner & Smith,
Incorporated and Morgan Stanley & Co. Incorporated (the “Underwriters”) for the sale by NRG of
$1,100,000,000 in aggregate principal amount of its 7.375% senior notes due 2017 (the “Senior
Notes”). A copy of the Senior Notes Underwriting Agreement is attached to this report as Exhibit
10.1 and is incorporated herein by reference. The description of the material terms of the Senior
Notes Underwriting Agreement is qualified in its entirety by reference to such exhibit. 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.
On November 9, 2006, NRG entered into an underwriting agreement (the “Selling Stockholder
Underwriting Agreement”) by and among NRG, Morgan Stanley & Co. Incorporated (the “Underwriter”)
and the selling stockholders named therein (the “Selling Stockholders”), for the sale of an
aggregate of 4,216,871 shares of common stock of NRG, par value $0.01 per share, to the Underwriter
by the Selling Stockholders. A copy of the Selling Stockholder Underwriting Agreement is attached
to this report as Exhibit 10.2 and is incorporated herein by reference. The description of the
material terms of the Selling Stockholder Underwriting Agreement is qualified in its entirety by
reference to such exhibit. NRG has filed with the Securities and Exchange Commission a
registration statement on Form S-3 (File No. 333-130549), as
amended, including a prospectus and prospectus supplement, relating to the
registration of certain securities described therein, including the shares of common stock. NRG
will not receive any proceeds from the offering by the Selling Stockholders. Under the terms of
the Selling Stockholder Underwriting Agreement, NRG has agreed to indemnify the Underwriter and
each relevant Selling Stockholder against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
On November 13, 2006, NRG, the subsidiaries of NRG named in the Fifth Supplemental Indenture
(as hereinafter defined) (the “Existing Guarantors”), Lake Erie Properties Inc., Huntley IGCC LLC,
Indian River IGCC LLC, Montville IGCC LLC, Padoma Wind Power, LLC, Hoffman Summit Wind Project, LLC
and San Juan Mesa Wind Project II, LLC (collectively, the “Guaranteeing Subsidiaries”) and Law
Debenture Trust Company of New York, as trustee (the “Trustee”), entered into a seventh
supplemental indenture (the “Seventh Supplemental Indenture”), supplementing the indenture, dated
February 2, 2006 (the “Base Indenture”), among NRG and the Trustee, as supplemented by a first
supplemental indenture, dated February 2, 2006, among NRG, the guarantors named therein and the
Trustee, pursuant to which NRG issued $1,200,000,000 aggregate principal amount of 7.250% senior
notes due 2014 (the “2014 Notes”), and as supplemented by a third supplemental indenture, dated as
of March 14, 2006 among NRG, the Existing Guarantors party thereto and the Trustee, and a fifth
supplemental indenture (the “Fifth Supplemental Indenture”), dated April 28, 2006 among NRG, the
Existing Guarantors and the Trustee. Pursuant to the Seventh Supplemental Indenture, each of the
Guaranteeing Subsidiaries became a guarantor of NRG’s obligations under its 2014 Notes.
On November 13, 2006, NRG, the Existing Guarantors, the Guaranteeing Subsidiaries and the
Trustee entered into an eighth supplemental indenture (the “Eighth Supplemental Indenture”),
supplementing the Base Indenture, as supplemented by a second supplemental indenture, dated
February 2, 2006, among NRG, the guarantors named therein and the Trustee, pursuant to which NRG
issued $2,400,000,000 aggregate principal amount of 7.375% senior notes due 2016 (the “2016
Notes”), and as supplemented by a fourth supplemental indenture, dated as of March 14, 2006, among
NRG, the Existing Guarantors party thereto and the Trustee, and a sixth supplemental indenture,
dated April 28, 2006, among NRG, the Existing Guarantors and the Trustee. Pursuant to the Eighth
Supplemental Indenture, each of the Guaranteeing Subsidiaries became a guarantor of NRG’s
obligations under its 2016 Notes.
A copy of the Seventh Supplemental Indenture is attached as Exhibit 4.1 to this Current Report
on Form 8-K and is incorporated by reference herein. A copy of the Eighth Supplemental Indenture
is attached as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference
herein. The description of the material terms of the Seventh Supplemental Indenture and the Eighth
Supplemental Indenture is qualified in its entirety by reference to such exhibits.