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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
NRG ENERGY, INC.
(NAME OF SUBJECT COMPANY)
NRG ENERGY, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, $0.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
629377-10-2
(CUSIP NUMBER OF CLASS OF SECURITIES)
JAMES J. BENDER, ESQ.
SENIOR VICE PRESIDENT & GENERAL COUNSEL
NRG ENERGY, INC.
901 MARQUETTE AVENUE, SUITE 2300
MINNEAPOLIS, MINNESOTA 55402
(612) 373-5300
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPY TO:
BENJAMIN F. STAPLETON, III, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
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[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of the tender offer.
This Amendment No. 1 amends and supplements the Schedule 14D-9 (the
"Statement") filed by NRG Energy, Inc. ("NRG"), a Delaware corporation, with the
Securities and Exchange Commission on March 26, 2002. Capitalized terms used but
not defined herein have the meanings given to them in such March 26, 2002
filing.
ITEM 1. SUBJECT COMPANY INFORMATION.
The last sentence of the second paragraph of Item 1 of the Statement is
hereby amended to read in its entirety as follows:
As of March 19, 2002, there were a maximum of 10,647,850 shares of Common
Stock that may be issued pursuant to the conversion of NRG's issued and
outstanding equity units and 7,215,249 shares of Common Stock underlying issued
and outstanding options.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
Item 2 of the Statement is hereby amended and supplemented as follows:
This Amendment No. 1 to the Statement relates to the exchange offer by Xcel
being made pursuant to a preliminary prospectus and offer to exchange (the
"Offer Document") filed on Schedule TO (the "Schedule TO") and contained in the
Registration Statement on Form S-4 (the "Form S-4"), each as filed by Xcel with
the Securities and Exchange Commission (the "SEC") on March 13, 2002, as amended
on April 3, 2002 and as proposed to be amended on April 4, 2002, to exchange
0.50 (the "Exchange Ratio") of a share of common stock, par value $2.50 per
share, of Xcel (an "Xcel Share") for each outstanding share of Common Stock
validly tendered in the offer and not withdrawn, with cash to be paid in lieu of
fractional shares, upon the terms and subject to the conditions set forth in the
Offer Document and in the related Letter of Transmittal (which, together with
any amendments or supplements to either, constitute the "Offer").
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4 of the Statement is hereby amended and supplemented as follows:
As disclosed in the Statement as delivered to NRG's stockholders and filed
with the SEC on March 26, 2002, the Special Committee was unable to make a
recommendation with respect to the Offer on that date because it needed more
time to assess the effect on the long-term value of NRG of the results of
operations of NRG for the first two months of 2002 announced by NRG on March 26,
2002 and the impact of the announcement on the market price of Xcel Shares. The
Special Committee has now had the time necessary to make this assessment and to
make the recommendation with respect to the Offer that is described below, now
that Xcel has increased the exchange ratio being offered from 0.4846 to 0.50.
RECOMMENDATION AND REASONS FOR RECOMMENDATION.
Recommendation of the Special Committee. The Special Committee, at a
meeting held on April 4, 2002, unanimously (i) determined that the Offer is fair
to, and in the best interests of, NRG and its stockholders (other than Xcel and
its affiliates) and (ii) resolved and recommended to the NRG Board that it
recommend to the holders of outstanding shares of Common Stock that they accept
the Offer and tender their shares of Common Stock pursuant to the Offer. In
making its determination and recommendation, the Special Committee considered a
number of factors, including, without limitation, the following:
1. NRG Operating and Financial Condition. The Special Committee considered
NRG's current and historical financial condition and results of operations, its
prospects and strategic objectives (including the risks associated with
attempting to achieve those prospects and objectives), market conditions in the
independent power production and power generation industries and business
conditions in the general economy.
In particular, the Special Committee noted that the recent bankruptcy
filing of Enron Corporation and the attention focused on its collapse, combined
with the California energy crisis, have heightened investor concerns about the
independent power production and power generation industries. As a result, stock
prices for companies in these industries have fallen, their costs of credit have
increased and their access to capital has been diminished. In addition,
comparatively warm weather in winter 2001-2002 has negatively impacted fourth
quarter 2001 results and full-year 2002 earnings-per-share estimates in these
industries. Finally, NRG recorded a loss of $29 million, or approximately 14.5
cents per share, for the first two months of 2002. NRG's
management has stated that such net loss is due primarily to four factors: (i)
lower demand for power due to the mild winter weather experienced in the
Northeast and South Central regions of the United States; (ii) merchant power
prices that are significantly below prices for the last several years; (iii)
increasing financing costs associated with acquisitions made by NRG in the past
few months; and (iv) increasing financing costs associated with NRG's desire to
provide added liquidity at the request of independent rating agencies. While not
dispositive of NRG's value on a long-term basis, these two-month results
indicate that NRG's net income for 2002 likely will fall materially short of NRG
management's originally projected net income for fiscal 2002. The Special
Committee determined that if the Offer and the Merger were not consummated, NRG
would continue to experience significant operating and financial pressures
within the independent power production and power generation industries and that
NRG would be better able to realize additional value and growth as a subsidiary
of Xcel because of Xcel's stronger balance sheet and access to less costly
capital.
2. Feasibility of NRG's Stand-Alone 2002 Financing Plan. The Special
Committee considered NRG management's stand-alone 2002 financing plan. According
to its management, NRG would need to raise at least $700 million in 2002 to fund
committed capital expenditures and maintain investment-grade credit ratings if
the Offer and the Merger were not consummated. Any equity issuance to raise
funds would be materially dilutive to future earnings per share of Common Stock
held by NRG's current public stockholders, and a sale of assets to raise funds
could be difficult in the current market environment. Moreover, if NRG increased
its existing debt levels to raise funds, the possibility of a credit rating
downgrade, which is discussed below, would be increased.
3. Possibility of NRG Credit Rating Downgrade. The Special Committee
considered the potential impact of a downgrade of NRG's credit rating by
independent rating agencies, which the Special Committee believes is much more
likely if the Offer and the Merger are not consummated. Moody's Investors
Service placed NRG's credit rating on review for a potential downgrade in
December 2001. If either Moody's Investors Service or Standard & Poor's
downgrades NRG's credit rating to below investment-grade, the terms of NRG's
existing financing arrangements would require the posting of approximately $1
billion in letters of credit or cash collateral within five to 30 days of the
downgrade, which would significantly further diminish NRG's access to capital
and reduce its available liquidity.
4. Opinion of Credit Suisse First Boston Corporation. The Special
Committee considered the opinion of Credit Suisse First Boston Corporation
("Credit Suisse First Boston"), dated April 4, 2002, to the effect that, as of
such date and based upon and subject to certain matters stated in such opinion,
the Exchange Ratio was fair, from a financial point of view, to the holders of
Common Stock (other than Xcel and its affiliates). The full text of Credit
Suisse First Boston's written opinion, dated April 4, 2002, which sets forth the
assumptions made, matters considered and limitations on the review undertaken by
Credit Suisse First Boston, is attached hereto as Annex A and is incorporated
herein by reference. Credit Suisse First Boston's opinion is directed only to
the fairness, from a financial point of view, of the Exchange Ratio to the
holders of Common Stock (other than Xcel and its affiliates) and is not intended
to constitute, and does not constitute, a recommendation as to whether any
stockholder should tender shares of Common Stock pursuant to the Offer. HOLDERS
OF COMMON STOCK ARE URGED TO READ SUCH OPINION CAREFULLY IN ITS ENTIRETY.
In rendering its opinion, Credit Suisse First Boston performed various
financial analyses typically performed in transactions similar to the Offer,
including the financial analyses summarized below. In performing these financial
analyses, estimated financial data for NRG and Xcel were based on internal
estimates of the managements of NRG and Xcel, respectively.
Credit Suisse First Boston (i) performed a discounted cash flow analysis of
Xcel in order to calculate the estimated present value of the levered and
unlevered, after-tax free cash flows that Xcel could generate over calendar
years 2002 through 2005 and (ii) compared certain financial and stock market
data of Xcel to corresponding data of selected publicly traded integrated
utilities. Based on these valuation methodologies, Credit Suisse First Boston
derived an aggregate implied equity reference range for Xcel of $23.00 to $29.00
per share (the "Xcel Reference Range").
2
Credit Suisse First Boston also (i) performed a discounted cash flow
analysis of NRG in order to calculate the estimated present value of the levered
and unlevered, after-tax free cash flows that NRG could generate over calendar
years 2002 through 2011, which indicated an implied equity reference range for
NRG of approximately $9.54 to $16.60 per share and implied, utilizing the Xcel
Reference Range, an approximate exchange ratio reference range of 0.3290x to
0.7217x, and, assuming certain reduced plant development activity for NRG,
indicated an implied equity reference range for NRG of approximately $8.28 to
$14.62 and implied, utilizing the Xcel Reference Range, an approximate exchange
ratio reference range of 0.2855x to 0.6357x, (ii) compared certain financial and
stock market data of NRG to corresponding data of selected publicly traded
independent power producers ("IPPs"), which indicated an implied equity
reference range for NRG of approximately $8.03 to $11.60 per share and implied,
utilizing the Xcel Reference Range, an approximate exchange ratio reference
range of 0.2769x to 0.5043x, and (iii) reviewed the financial terms of selected
merger and acquisition transactions in the IPP industry based on publicly
available information, which indicated an implied equity reference range for NRG
of approximately $7.34 to $13.27 per share and implied, utilizing the Xcel
Reference Range, an approximate exchange ratio reference range of 0.2531x to
0.5770x.
In addition, Credit Suisse First Boston considered other information,
financial studies, analyses and investigations and financial, economic and
market criteria which it deemed relevant.
5. Premium to Market Price. The Special Committee considered the
relationship of the per-share Common Stock price implied by the Exchange Ratio,
based on the closing prices of the Common Stock and the Xcel Shares on the NYSE
on April 3, 2002, the last full trading day before the date of the meeting at
which the Special Committee determined to make its recommendation regarding the
Offer (the "Implied Value"), to the historical market prices of the Common
Stock. The Implied Value represents a premium of 28.6% over the $10.00 per share
of Common Stock closing price on February 14, 2002, the day before Xcel's public
announcement of its plans to commence an exchange offer to acquire all of the
outstanding publicly held shares of NRG (the "Announcement"), a premium of 13.0%
over the average trading price of $11.38 per share of Common Stock for the
twenty trading days preceding the date of the Announcement, a discount of 19.6%
from the average trading price of $15.99 per share of Common Stock for the six
months preceding the date of the Announcement and a discount of 65.9% from the
high trading price of $37.70 per share of Common Stock for the fifty-two weeks
ending the day before the date of the Announcement.
The Special Committee noted that the pre-Announcement fifty-two week high
of $37.70 in the trading price for shares of Common Stock occurred over a year
ago, on March 30, 2001, before downturns in the independent power production and
power generation industries and in the U.S. economy as a whole became apparent
and before Moody's Investors Service placed NRG's credit rating on review for a
potential downgrade in December 2001. The Special Committee also noted that the
average trading price of $15.99 per share of Common Stock for the six months
preceding the date of the Announcement did not fully reflect the effects of the
Moody's Investor Service announcement on NRG's stock price.
The Special Committee also considered the effect that a withdrawal of, or
the failure to complete successfully, the Offer would have on the trading price
of shares of Common Stock, and concluded that the trading price would likely
decline substantially, at least in the short term, and the Special Committee
determined that there was significant uncertainty as to when shares of Common
Stock might again trade above the Implied Value.
6. Arm's-Length Negotiations. Before determining to recommend the Exchange
Ratio to the NRG Board and NRG's stockholders, the Special Committee and its
advisors negotiated an increase in the exchange ratio with Xcel and its
advisors. Over the course of the negotiations, the exchange ratio offered by
Xcel was increased by approximately 3.2%, from the 0.4846 of an Xcel Share per
share of Common Stock offered on the date the Offer was commenced to the
Exchange Ratio of 0.50 of an Xcel Share per share of Common Stock. In addition,
the Offer had an Implied Value of $11.50 on February 15, 2002, the date of the
Announcement, based on the closing trading price per Xcel Share of $23.73 on
February 14, 2002. On April 3, 2002, the closing trading price per Xcel Share
had increased to $25.72, giving the Offer an implied value based on the original
exchange ratio of $12.46. Based on the finally negotiated Exchange Ratio, the
Offer has an
3
Implied Value of $12.86. In the Special Committee's judgment, based on the
negotiations that had taken place, the Exchange Ratio represented the highest
price obtainable from Xcel.
7. Strategic Alternatives. The Special Committee considered that Xcel
currently owns approximately 74.3% of the equity and 96.7% of the voting power
of NRG. The Offer Document states that Xcel does not intend to sell or otherwise
dispose of its shares of Class A Common Stock, regardless of the outcome of the
Offer. The Special Committee therefore determined that pursuing strategic
alternatives would not be possible.
8. Timing of Completion. The Special Committee considered the anticipated
timing of the Offer and the Merger and noted that stockholders who tender their
shares of Common Stock in the Offer may, depending on the timing of the SEC
approval condition to the Offer, receive the consideration for their shares
sooner than they would have had Xcel pursued only a merger transaction. The
Special Committee also noted that, if the Minimum Condition is met, the Merger
will be consummated without a stockholder vote and all holders of Common Stock
may receive the consideration for their shares sooner than they would have had
NRG pursued only a merger transaction.
9. Tax-Free Exchange. The Special Committee considered that, in the
opinion of counsel to Xcel, the exchange of shares of Common Stock for Xcel
Shares in the Offer and the Merger is expected to be treated, for purposes of
U.S. income tax, as a tax-free exchange for NRG's stockholders (except for cash
received in lieu of fractional Xcel Shares).
10. Ability of NRG's Current Public Stockholders to Participate in Future
Value of NRG. The Special Committee considered the fact that, if the Offer and
Merger are consummated, NRG, as a wholly owned subsidiary of Xcel, is expected
to continue to be a significant contributor to the earnings of Xcel. NRG
stockholders who retain the Xcel Shares received in exchange for their shares of
Common Stock therefore will have the opportunity to continue to participate in
any growth in the future value of NRG for as long as they hold Xcel Shares.
11. Majority of Minority Minimum Condition. The Special Committee
considered the fact that the Offer is conditioned on approximately 61% of the
presently outstanding shares of Common Stock being validly tendered in the
Offer. Xcel has stated in the Offer Document that this condition will not be
waived. Thus, the holders of less than a majority of the outstanding shares of
Common Stock have the ability to prevent the consummation of the Offer and the
Merger.
12. Appraisal Rights. The Special Committee considered the fact that, if
the Offer and Merger are consummated, stockholders who do not tender their
shares of Common Stock pursuant to the Offer will have the right to demand
appraisal of the fair value of their shares under the DGCL, as described in the
Statement under Item 8, "Additional Information -- Appraisal Rights".
13. Possible Conflicts of Interest. Finally, the Special Committee
considered the possible conflicts of interest of certain directors and members
of management of both NRG and Xcel discussed in Item 3 of the Statement, "Past
Contacts, Transactions, Negotiations and Agreements".
After considering all of the factors set forth above, the Special Committee
unanimously (i) determined that the Offer is fair to, and in the best interests
of, NRG and its stockholders (other than Xcel and its affiliates) and (ii)
resolved and recommended to the NRG Board that it recommend to the holders of
outstanding shares of Common Stock that they accept the Offer and tender their
shares of Common Stock pursuant to the Offer.
The Special Committee relied on NRG's management to provide it and its
advisors with accurate and complete financial information, projections,
assumptions and other information, and did not independently verify the accuracy
or completeness of the information provided. The Special Committee believed that
it and its advisors' reliance on the financial information, projections,
assumptions and other information provided by NRG's management was reasonable.
Recommendation of the NRG Board. The NRG Board, at a meeting held on April
4, 2002 and based on the recommendation of the Special Committee, by unanimous
decision of the directors present and voting, (i) determined that the Offer is
fair to, and in the best interests of, NRG and its stockholders (other than Xcel
4
and its affiliates) and (ii) resolved and recommended to the holders of
outstanding shares of Common Stock that they accept the Offer and tender their
shares of Common Stock pursuant to the Offer. Present at the Meeting were Luella
Goldberg, Pierson Grieve and William Hodder (the members of the Special
Committee), as well as David Peterson and Richard Kelly. Messrs. Peterson and
Kelly abstained from voting on the matter, and the others voted in favor.
In reaching its determinations, the NRG Board considered the following
factors, each of which, in the view of the NRG Board, supported such
determinations: (i) the conclusion and recommendation of the Special Committee;
(ii) the factors referred to above as having been taken into account by the
Special Committee; and (iii) the fact that the Exchange Ratio was the result of
arm's-length negotiations between the Special Committee and Xcel.
The NRG Board, including the members of the Special Committee, believes
that the Offer is procedurally fair because, among other things: (i) the Special
Committee consisted of independent directors appointed to represent the
interests of NRG's stockholders (other than Xcel and its affiliates); (ii) the
Special Committee retained and was advised by Sullivan & Cromwell, its own
independent legal counsel; (iii) the Special Committee retained and was advised
by Credit Suisse First Boston, its own independent financial advisor; (iv) the
Special Committee thoroughly evaluated the Offer; and (v) the Exchange Ratio
resulted from arm's-length bargaining between representatives of the Special
Committee, on the one hand, and representatives of Xcel, on the other hand.
Neither the Special Committee nor the NRG Board considered the liquidation
of NRG's assets because of Xcel's stated intentions with regard to its ownership
interest in NRG. Therefore, no appraisal of liquidation values was sought for
purposes of evaluating the Offer.
In view of the wide variety of factors considered in connection with their
evaluation of the Offer, neither the Special Committee nor the NRG Board found
it practicable to, and did not, quantify or otherwise attempt to assign relative
weights to the specific factors they considered in reaching their
determinations. In addition, each director may have weighted the various factors
differently. The Special Committee also discussed at great length the factors
described above and asked numerous questions of its financial and legal advisors
before reaching the conclusion and making the recommendation set forth above.
The foregoing discussion of the information and factors considered by the
Special Committee and the NRG Board is not intended to be exhaustive, but
includes all of the material factors considered by the Special Committee and the
NRG Board.
INTENT TO TENDER.
Except as set forth below, after reasonable inquiry and to the best of
NRG's knowledge, each executive officer, director, affiliate (other than Xcel)
and subsidiary of NRG currently intends to tender all shares of Common Stock
held of record or beneficially owned by such person or entity to Xcel in the
Offer.
Wayne Brunetti, James Howard, Edward McIntyre, Richard Kelly, Gary Johnson
(each an NRG director), Mark Hart (Senior Vice President, NRG, and President,
NRG Europe and Latin America) and Renee Sass (Vice President, Strategic Planning
and Portfolio Assessment) have indicated that they intend to hold their shares
of Common Stock during the Offer.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 of the Statement is hereby amended and supplemented as follows:
Litigation. For a description of the stockholder litigation with respect
to the Offer, please see "Additional Information" in the Offer Document, as
amended on April 4, 2002.
5
ITEM 9. EXHIBITS.
EXHIBIT
NO. DESCRIPTION
------- -----------
1. Letter to Stockholders of NRG, dated March 26, 2002.*
2. Press Release, dated March 26, 2002.*
3. Press Release, dated March 26, 2002.*
4. Excerpts from Proxy Statement for 2001 Annual Meeting of
Stockholders of NRG, dated April 26, 2001.*
5. Form of NRG Executive Officer and Key Personnel Severance
Plan (incorporated by reference to NRG's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2001).*
6. Opinion of Credit Suisse First Boston Corporation, dated
April 4, 2002 (included as Annex A hereto).
7. Letter to Stockholders of NRG, dated April 4, 2002.
8. Press Release, dated April 4, 2002.
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* Previously filed
6
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
Dated: April 4, 2002
NRG ENERGY, INC.
By: /s/ James J. Bender
------------------------------------
Name: James J. Bender
Title: Senior Vice President &
General Counsel
7
ANNEX A
[CREDIT SUISSE FIRST BOSTON CORPORATION LETTERHEAD]
April 4, 2002
The Special Committee of the Board of Directors
NRG Energy, Inc.
901 Marquette Avenue, Suite 2300
Minneapolis, Minnesota 55402
The Special Committee of the Board of Directors:
You have asked us to advise you with respect to the fairness, from a financial
point of view, to the holders of common stock of NRG Energy, Inc. ("NRG") (other
than Xcel Energy Inc. ("Xcel") and its affiliates) of the Exchange Ratio (as
defined below) provided for in the Offer (as defined below) by NRG Acquisition
Company LLC, a wholly owned subsidiary of Xcel ("Sub"). Representatives of NRG
have advised us that Xcel intends to amend its Offer to Exchange/Prospectus,
dated March 13, 2002 (the "Offer to Exchange"), which forms part of the
Registration Statement on Form S-4, to provide that, upon the terms and subject
to the conditions set forth in the Offer to Exchange, Sub will offer (the
"Offer") to exchange 0.50 (the "Exchange Ratio") of a share of common stock, par
value $2.50 per share, of Xcel ("Xcel Common Stock") for each outstanding share
of common stock, par value $0.01 per share, of NRG ("NRG Common Stock"). The
Offer to Exchange further provides that, following consummation of the Offer, a
merger of NRG into Sub (the "Merger" and, together with the Offer, the
"Transaction") will be effected pursuant to which each remaining outstanding
share of NRG Common Stock will be converted into the right to receive a fraction
of a share of Xcel Common Stock equal to the Exchange Ratio.
In arriving at our opinion, we have reviewed the Offer to Exchange and the
amendments thereto, NRG's Solicitation/Recommendation Statement on Schedule
14D-9, dated March 26, 2002, and certain publicly available business and
financial information relating to NRG and Xcel. We also have reviewed certain
other information relating to NRG and Xcel, including financial forecasts,
provided to or discussed with us by the managements of NRG and Xcel, and have
met with the managements of NRG and Xcel to discuss the businesses and prospects
of NRG and Xcel. We have considered certain financial and stock market data of
NRG and Xcel, and we have compared those data with similar data for other
publicly held companies in businesses similar to those of NRG and Xcel, and we
have considered, to the extent publicly available, the financial terms of
certain other business combinations and other transactions which have been
announced or effected. We also considered such other information, financial
studies, analyses and investigations and financial, economic and market criteria
which we deemed relevant.
In connection with our review, we have not assumed any responsibility for
independent verification of any of the foregoing information and have relied on
such information being complete and accurate in all material respects. With
respect to the financial forecasts relating to NRG and Xcel, we have been
advised, and have assumed, that such forecasts have been reasonably prepared on
bases reflecting the best currently available estimates and judgments of the
managements of NRG and Xcel as to the future financial performance of NRG and
Xcel. We also have assumed, with your consent, that the
A-1
[CREDIT SUISSE FIRST BOSTON LOGO]
The Special Committee of the Board of Directors
NRG Energy, Inc.
April 4, 2002
Page 2
Transaction will be consummated in accordance with its terms, without waiver,
modification or amendment of any material term, condition or agreement, and that
the Transaction will be treated as a tax-free reorganization for federal income
tax purposes. We have not been requested to make, and have not made, an
independent evaluation or appraisal of the assets or liabilities (contingent or
otherwise) of NRG or Xcel, nor have we been furnished with any such evaluations
or appraisals. Our opinion is necessarily based upon information available to
us, and financial, economic, market and other conditions as they exist and can
be evaluated, on the date hereof. We are not expressing any opinion as to what
the value of the Xcel Common Stock actually will be when issued pursuant to the
Transaction or the prices at which the Xcel Common Stock will trade at any time.
In connection with our engagement, we were not requested to solicit indications
of interest from, and did not hold discussions with, third parties regarding the
possible acquisition of all or a part of NRG. Our opinion does not address the
relative merits of the Offer as compared to other business strategies that might
be available to NRG or the effect of any other transaction in which NRG might
engage.
We have acted as financial advisor to the Special Committee in connection with
the Offer and will receive a fee for our services. We and our affiliates have in
the past provided and are currently providing credit to NRG under various credit
facilities, for which we have received, and expect to receive, compensation. In
the ordinary course of business, we and our affiliates may hold or actively
trade the securities of NRG, Xcel and their respective affiliates for our own
and such affiliates' accounts and for the accounts of customers and,
accordingly, may at any time hold long or short positions in such securities.
It is understood that this letter is for the information of the Special
Committee in connection with its evaluation of the Offer and does not constitute
a recommendation to any stockholder as to whether such stockholder should tender
shares of NRG Common Stock pursuant to the Offer or with respect to how any such
stockholder should vote or act on any other matter relating to the Transaction,
including the Merger.
Based upon and subject to the foregoing, it is our opinion that, as of the date
hereof, the Exchange Ratio is fair, from a financial point of view, to the
holders of NRG Common Stock (other than Xcel and its affiliates).
Very truly yours,
CREDIT SUISSE FIRST BOSTON CORPORATION
A-2
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
1. Letter to Stockholders of NRG, dated March 26, 2002.*
2. Press Release, dated March 26, 2002.*
3. Press Release, dated March 26, 2002.*
4. Excerpts from Proxy Statement for 2001 Annual Meeting of
Stockholders of NRG, dated April 26, 2001.*
5. Form of NRG Executive Officer and Key Personnel Severance
Plan (incorporated by reference to NRG's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2001).*
6. Opinion of Credit Suisse First Boston Corporation, dated
April 4, 2002 (included as Annex A hereto).
7. Letter to Stockholders of NRG, dated April 4, 2002.
8. Press Release, dated April 4, 2002.
------------------------
* Previously filed