NRG ENERGY,INC. (NYSE:NRG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive
Agreement.
On February13, 2017, NRG Energy,Inc. (the Company) entered into a
letter agreement (the Elliott Cooperation Agreement) with Elliott
Associates, L.P., Elliott International, L.P. and Elliott
International Capital Advisors Inc. (collectively, Elliott), and
a letter agreement (the Bluescape Cooperation Agreement, and
together with the Elliott Cooperation Agreement, the Cooperation
Agreements) with Bluescape Energy Partners LLC and BEP Special
Situations 2 LLC (collectively, Bluescape).
Under the terms of the Cooperation Agreements, the Company agreed
to appoint C. John Wilder,Jr. and Barry T. Smitherman (each of
Mr.Wilder and Mr.Smitherman, or his replacement selected in
accordance with the Cooperation Agreements, a New Director) to
the Companys board of directors (the Board). Immediately prior to
the execution of the Cooperation Agreements, Howard E. Cosgrove
resigned as chairman of the Board and as a director and Edward R.
Muller resigned as vice chairman of the Board and as a director,
and immediately following such resignations the Board effected
the appointment of the New Directors. The Board elected Lawrence
S. Coben, a current Board member, as the new chairman of the
Board.
The Company has agreed to nominate the New Directors for election
as directors of the Company at the 2017 Annual Meeting, subject
to the terms of the Cooperation Agreements.
The Board also agreed to form an ad hoc committee of the
Board (the New Committee) that will conduct a review of, and make
recommendations to the Board with respect to, the Companys
(a)operational and cost excellence initiatives, (b)potential
portfolio and/or asset de-consolidations, dispositions, and
optimization, (c)capital structure and allocation, and (d)broader
strategic initiatives. The New Committee will be chaired by
Mr.Wilder. The other members of the New Committee are
Mr.Smitherman, Mauricio Gutierrez, the chief executive officer of
the Company, Anne C. Schaumburg and Paul W. Hobby. Subject to the
terms of the Cooperation Agreements, the Company has agreed to
publicly disclose any recommendations of the New Committee that
have been adopted by the Board promptly upon completion of the
New Committees review but no later than August15, 2017. Under the
terms of the Cooperation Agreements, the Company has agreed to
appoint Mr.Wilder to the Finance and Risk Management Committee of
the Board, and appoint at least one New Director to any new
committee that may be formed following the execution and delivery
of the Cooperation Agreements.
to the Cooperation Agreements, and subject to certain conditions,
each of Elliott and Bluescape has agreed to certain standstill
and voting provisions. Under the terms of the Cooperation
Agreements, each of Elliott and Bluescape agreed to vote, or
cause to be voted, all shares of the Companys common stock owned
by Elliott or Bluescape, as the case may be, or its controlled or
controlling affiliates, in favor of the election of the directors
nominated by the Board at the 2017 Meeting and at any subsequent
annual meeting of Company stockholders during the applicable
standstill period and, subject to certain exceptions relating to
extraordinary transactions, in accordance with the Boards
recommendation on any proposals. In addition, under the terms of
the Elliott Cooperation Agreement, Elliott agreed to customary
standstill restrictions that, subject to earlier termination
under certain circumstances, expire upon the earlier of
(x)December31, 2017, and (y)thirty (30) days prior to the first
day of the time period established to the Companys by-laws for
stockholders to deliver notice to the Company of director
nominations to be brought before the 2018 Annual Meeting (the
Expiration Date). Under the terms of the Bluescape Cooperation
Agreement, Bluescape agreed to customary standstill restrictions
that, subject to earlier termination or automatic extension under
certain circumstances, expire upon the earlier of (x)December31,
2018, and (y)thirty (30) days prior to the first day of the time
period established to the Companys by-laws for stockholders to
deliver notice to the Company of director nominations to be
brought before the 2019 Annual Meeting.
The foregoing description of the terms and conditions of the
Cooperation Agreements does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Cooperation Agreements, copies of which are attached to this
Current Report as Exhibits 10.1 and 10.2 and incorporated herein
by reference.
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
to the Cooperation Agreements described above in Item 1.01, on
February13, 2017, each of Mr.Wilder and Mr.Smitherman was
appointed as a director of the Company, effective as of
February13, 2017. Mr.Wilder was also appointed as the chairman of
the New Committee and as a member of the Finance and Risk
Management Committee of the Board, effective as of February13,
2017. Each of Mr.Wilders and Mr.Smithermans compensation for his
services as a non-employee director, and Mr.Wilders compensation
for his services as the chair of the New Committee and as a
member of the Finance and Fisk Management Committee of the Board,
will be consistent with the Companys compensation practices for
non-employee directors, and committee chairs and
committee members, as the case may be, described in the
Companys 2016 Proxy Statement under the caption Director
Compensation.
Immediately prior to the appointments of Mr.Wilder and
Mr.Smitherman described above, Mr.Cosgrove resigned as chairman
of the Board and as a director and Mr.Muller resigned as vice
chairman of the Board and as a director. The Board elected
Mr.Coben as chairman of the Board to replace Mr.Cosgrove.
Mr.Wilder is the Executive Chairman and a member of Investment
Committees of three investment vehicles: (i)Bluescape Resources
Company; (ii)Parallel Resource Partners; (iii)and Bluescape
Energy Partners. Mr.Wilder serves as chairman of the board and
as a director on several portfolio companies. Mr.Wilder also
serves as executive chairman and director of EXCO Resources
(NYSE: XCO).
Mr.Smitherman iscurrently an energy industry consultant and
senior advisor, as well as an adjunct professor of Energy Law
at The University of Texas School of Law.Mr.Smitherman isa
former partner in an international law firm, a former chairman
of two Texas energy-related state agencies and a former
managing director of an investment bank. He is the only person
to ever serve on both the Public Utility Commission of Texas
(PUCT) and the Railroad Commission of Texas (RRC) and is a
recognized authority on a number of energy topics, including
those affecting wholesale power generation, retail electric
providers, regulated electric and gas utilities, oil and gas
operators, coal mining operators, and pipeline developers.
Item 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
On February13, 2017, the Board approved the Companys Fourth
Amended and Restated By-laws (the Fourth Amended and Restated
By-laws) to eliminate the position of vice chairman of the
Board and incorporate the prior amendment to the Third Amended
and Restated By-laws of the Company approved by the Board on
January22, 2017, and disclosed in the Companys Form8-K dated
January22, 2017. The foregoing description of the Fourth
Amended and Restated By-laws is qualified in its entirety by
reference to the full text of the Companys Fourth Amended and
Restated By-laws, a copy of which is filed as Exhibit3.1 hereto
and incorporated herein by reference.
Item 8.01 Other Events.
On February13, 2017, the Company issued a press release related
to the matters described above. A copy thereof is attached as
Exhibit99.1 to this Current Report and is incorporated by
reference.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
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ExhibitNo. |
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DocumentDescription |
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3.1 10.1 10.2 99.1 |
Fourth Amended and Restated By-laws of NRG Energy,Inc. |
About NRG ENERGY, INC. (NYSE:NRG)
NRG Energy, Inc. (NRG) is an integrated power company that produces, sells and delivers energy, and energy products and services in various power markets in the United States. The Company’s segments include NRG Business, which includes power generation, the carbon capture business and energy services; NRG Home, which includes NRG Home Retail, which consists of residential retail services and products, and NRG Home Solar, which includes the installation and leasing of residential solar services; NRG Renew, which includes solar and wind assets, excluding those in the NRG Yield and NRG Home Solar segments; NRG Yield, and corporate activities. NRG Yield includes certain of the Company’s contracted generation assets. Its corporate segment includes Boston Energy Trading and Marketing LLC (BETM), international business and electric vehicle services. It owns and operates approximately 50,000 megawatts of generation, and engages in the trading of wholesale energy, capacity and related products. NRG ENERGY, INC. (NYSE:NRG) Recent Trading Information
NRG ENERGY, INC. (NYSE:NRG) closed its last trading session 00.00 at 16.66 with 3,186,988 shares trading hands.
