NRG ENERGY,INC. (NYSE:NRG) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01. Completion of Acquisition or Disposition of Assets.
As previously announced, on February6, 2018, NRG Energy,Inc. (“NRG”) entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with NRG Repowering Holdings LLC, a wholly owned subsidiary of NRG (together with NRG, the “NRG Parties”), and GIP III Zephyr Acquisition Partners, a subsidiary of Global Infrastructure Management LLC (“GIP”), to which the NRG Parties agreed to sell to GIP one hundred percent (50%) of the outstanding membership interests of Zephyr Renewables LLC (the “Company”).
On August31, 2018, the NRG Parties completed the sale of the Company to GIP to the terms of the Purchase Agreement for an aggregate purchase price, payable in United States funds, of one billion three hundred forty-seven million five hundred thousand dollars ($1,347,500,000). In connection with the transaction, NRG has concluded that the Company is a discontinued operation. In addition, the transaction resulted in the deconsolidation of AC Solar Holdings LLC (which indirectly owns the Agua Caliente project) and discontinued operations treatment for Carlsbad Energy Holdings LLC (“Carlsbad”). The sale of the Company and the resulting transactions are collectively referred to as the “Zephyr Transaction.” to a Right of First Offer Agreement between NRG Yield, Inc. and NRG dated July 22, 2013, and in connection with Zephyr Transaction, NRG Yield, Inc. has agreed to purchase Carlsbad which is expected to close later in 2018.
At the time of sale, the Company owned, among other things, (a)one hundred percent (50%) of the ClassB shares and one hundred percent (50%) of the ClassD shares of NRG Yield,Inc. and (b)one hundred percent (50%) of the ClassB membership units and one hundred percent (50%) of the ClassD membership units of NRG Yield LLC. Collectively these units and shares represent a 45.2% economic interest and a 55% voting interest.
The description of the Purchase Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit2.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information.
The unaudited condensed pro forma consolidated balance sheet as of June30, 2018 and unaudited condensed pro forma consolidated statements of income for the six months ended June30, 2018 and the years ended December31, 2017, 2016 and 2015 are included as Exhibit99.1 hereto and are incorporated herein by reference.
(d) Exhibits.
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Exhibit |
Description |
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2.1†* |
Purchase and Sale Agreement, dated as of February6, 2018, by and among NRG Energy,Inc. and NRG Repowering Holdings LLC, and GIP III Zephyr Acquisition Partners, L.P. (incorporated by reference to Exhibit2.9 to NRG’s Annual Report on Form10-K for the year ended December31, 2017 (File No.001-15891)) |
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99.1 |
Unaudited condensed pro forma consolidated balance sheet as of June30, 2018 and unaudited condensed pro forma consolidated statements of income for the six months ended June30, 2018 and the years ended December31, 2017, 2016 and 2015 |
† Portions of this exhibit have been redacted and are subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission to Rule24b-2 under the Securities Exchange Act of 1934, as amended.
* This filing excludes schedules to Item 601(b)(2)of Regulation S-K, which the registrant agrees to furnish supplementary to the Securities and Exchange Commission upon request by the Commission.