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NRG ENERGY,INC. (NYSE:NRG) Files An 8-K Entry into a Material Definitive Agreement

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 May22, 2017, NRG Energy,Inc. (NRG) entered into a Consent
Agreement (the Consent Agreement) with GenOn Energy,Inc. (GenOn)
and the holders of the Notes (as defined below) signatory thereto
(the Consenting Holders), whereby GenOn, NRG and the Consenting
Holders have agreed to use commercially reasonable efforts and
work in good faith to support and negotiate definitive
documentation for the reorganization of GenOns capital structure
in accordance with the terms of the Agreed Term Sheet (as defined
below), subject to GenOns right to terminate the Consent
Agreement and its obligations thereunder, solely as to GenOn, at
any time. In exchange for such support, the Consenting Holders
will receive a pro rata share of the early consent/participation
fee set forth in the Agreed Term Sheet. The Consent Agreement is
subject to certain customary covenants and representations and
warranties. The Consent Agreement will terminate upon the
earliest of (a)11:59 p.m.Eastern Time, on May26, 2017, (b) the
execution and delivery of an agreed upon restructuring support
agreement and (c)delivery of written notice to all parties from
NRG, with NRGs right to terminate existing only if and for so
long as the Consenting Holders representing less than a majority
of the GenOn Notes and less than a majority of the GAG Notes have
executed the Consent Agreement. GenOn has the right to terminate
the Consent Agreement, solely as to GenOn, at any time upon
delivery of written notice to the other parties, provided that
such termination will not affect a termination of the Consent
Agreement as between the Consenting Holders and NRG.

The foregoing description of the Consent Agreement does not
purport to be complete and is qualified in its entirety by
reference to the complete text of the Consent Agreement, which is
attached hereto as Exhibit10.1.

Item8.01. Other Events.

During the week of May15, 2017, NRG, GenOn and a committee (the
Ad Hoc Committee) of certain holders of GenOns outstanding senior
unsecured notes (the GenOn Notes), and certain holders of GenOn
Americas Generation, LLCs (GAG) outstanding senior unsecured
notes (the GAG Notes and, together with the GenOn Notes, the
Notes), and each of their respective advisors, participated in
meetings in pursuit of a settlement of potential causes of action
and a restructuring of GenOns and GAGs indebtedness.

In connection with such negotiations, to non-disclosure
agreements, GenOn provided certain confidential information to
the Ad Hoc Committee. On May19, 2017, GenOn, NRG and the Ad Hoc
Committee came to an agreement in principle with respect to the
terms of a consensual restructuring regarding GenOns and GAGs
indebtedness and settlement of claims, subject to corporate and
credit committee approvals and definitive documentation (the
Agreed Term Sheet). As of May22, 2017, the Consenting Holders,
including thirty-nine (39) institutions holding, in the
aggregate, approximately 60.6% of aggregate principal amount of
GenOn Notes and greater than two-thirds of the aggregate
principal amount of GAG Notes signed the Consent Agreement to
support the Agreed Term Sheet.

The table below summarizes the proposed terms of the consensual
restructuring that has been agreed upon in principle between
GenOn, NRG, and the Ad Hoc Committee as set forth in the Agreed
Term Sheet (the Proposed Restructuring), which includes a
settlement and release of all outstanding claims against NRG and
certain related parties, on the one hand, and GenOn and its
stakeholders, on the other hand. The Proposed Restructuring and
settlement would be implemented through voluntary cases filed by
GenOn, GAG and certain of their respective subsidiaries under
Chapter 11 of the United States Bankruptcy Code.

As described in the Agreed Term Sheet, as a condition precedent
to the Proposed Restructuring, NRG will only agree to provide
cash and non-cash consideration if the Agreed Term Sheet and
Proposed Restructuring is supported by greater than 50% of
aggregate principal amount of GenOn Notes and greater than 50% of
aggregate principal amount of GAG Notes. NRG has agreed to
provide cash settlement consideration of $243 million. If the
Agreed Term Sheet and Proposed Restructuring is supported by
holders of greater than two-thirds of aggregate principal amount
of GenOn Notes and two-thirds of aggregate principal amount of
GAG Notes prior to the commencement of the chapter 11 cases, NRG
will contribute an additional $18.3 million in cash to the
overall settlement.

Further, under the Proposed Restructuring, NRG will allow for
and facilitate a transition of shared services but will
continue to provide such services during the transition period
as follows: (i)NRG will provide GenOn with transition services
at a rate of $84 million on an annualized basis during the
pendency of chapter 11 cases; (ii)NRG will provide shared
services at no charge for two months post-emergence; and
(iii)NRG will provide GenOn with an option for up to two,
one-month extensions for transition services at an annualized
rate of $84 million post-emergence. In addition, consistent
with the agreement reached between GenOn and NRG in connection
with the recent new secured notes offering, GenOn will retain a
$27 million credit against amounts owed to NRG for the
post-petition period under the current shared services
agreement. As it relates to certain projects on GenOn and GAG
properties, NRG and GenOn will cooperate in good faith to
maximize the value of such assets and to ensure that adjacent
projects will not be materially adversely impacted by the
economic implications of any such projects.

Term

PlanProposal

NRG Settlement Terms

Subject to the conditions provided for herein, in
exchange for full releases from GenOn, GAG and the Ad Hoc
Committee, NRG will provide settlement consideration of
$243 million in cash, continued and amended shared
services, retention of certain historic pension
liabilities under the existing NRG pension plans
(including approximately $13.1 million of 2017 pension
contributions due on account of GenOn employees, which
will be applied to the $120 million underfunding amount),
and other consideration in varying forms. In addition,
NRG will consent to the cancellation of its equity
interests in GenOn and will be entitled to the related
worthless stock deduction for federal income tax
purposes.

NRG Facility

Any drawn amounts and existing letters of credit are
expected to remain outstanding for duration of any
bankruptcy proceedings and replaced by an exit facility
on the effective date of a plan, and any outstanding
borrowings are to be repaid in full at emergence.

GenOn Noteholders

To receive 50% of the equity of reorganized GenOn,
together with the other consideration contemplated by the
Proposed Restructuring.

Early Consent / Participation Fee: $75.0
million to be earned by participating holders of GenOn
Notes, plus accrued and unpaid interest upon signing up
to the Agreed Term Sheet no later than May22, 2017 at
2:30 p.m.Eastern Time (which deadline may be extended or
waived at GenOns sole discretion) and to be paid on the
effective date of a plan (this amount is contemplated by
the NRG settlement).

Holders of GenOn Notes will grant full releases to GenOn
and NRG.

GAG Noteholders

To receive cash in the amount of $920 per $1,000
principal amount of such GAG Notes, plus accrued and
unpaid interest through the date of the initial
bankruptcy petition filing. Claim size will increase
beginning six months after the filing date at a 6% annual
ticking fee.

Early Consent / Participation Fee: $14.1
million to be earned by holders of GAG Notes who
participate in the settlement, plus accrued and unpaid
interest upon signing up to the Agreed Term Sheet no
later than May22, 2017 at 2:30 p.m.Eastern Time (which
deadline may be extended or waived at GenOns sole
discretion) and to be paid on the effective date of a
plan (this amount is contemplated by the NRG settlement).

Holders of GAG Notes will grant full releases to GenOn
and NRG.

The Ad Hoc Committee was granted an extension of the Early
Consent/Participation Fee deadline (as described in the Agreed
Term Sheet) by GenOn from May22, 2017 at 2:30 p.m.Eastern Time
to May22, 2017 at 11:59 p.m.Eastern Time.

If the Proposed Restructuring is implemented, it will result in
the elimination of approximately $1,830 million of GenOn and
$695 million of GAGs outstanding indebtedness. As used in the
Confidential Materials

(defined below), Projected Total Adjusted EBITDA reflects the
applicable entities allocation of existing shared services at a
charge of $192.6 million, as allocated based on historical
practices. The Proposed Restructuring is subject to the
negotiation and execution of certain definitive documentation,
including a Restructuring Support Agreement (the RSA) to be
entered into with certain stakeholders, including NRG and the
holders of the Notes represented by the Ad Hoc Committee. GenOn
expects the RSA to be executed in the near term, but there is
no assurance this will occur.

The Proposed Restructuring also contemplates a proposed
issuance of $700 million in new notes to be backstopped by the
steering committee members of the Ad Hoc Committee in exchange
for a 5% fee. All holders of GenOn Notes that execute the RSA
and steering committee members of the Ad Hoc Committee who are
also holders of GAG Notes are eligible to participate in the
financing on a pro rata basis.

It is currently contemplated that in connection with, and
contingent upon, additional definitive documentation of the
agreement in principle reflected in the Agreed Term Sheet, the
funds currently held in escrow to the recent offering of
10.500% senior secured first lien notes due 2022 will be
returned to bondholders, plus interest accrued to date and the
4% breakage fee.

The Proposed Restructuring reflects an agreement in principle
between GenOn, NRG, and the Ad Hoc Committee and remains
subject to definitive documentation. GenOn and its advisors
intend to continue negotiating the terms of the Proposed
Restructuring with the Ad Hoc Committee and additional
stakeholders. The Proposed Restructuring will ultimately be
subject to approval of certain stakeholders, including NRG, the
Ad Hoc Committee and the board of GenOn. There can be no
assurance that the Proposed Restructuring and settlement will
occur on the proposed terms or at all.

Additionally, on May19, 2017, GenOn and a group of six (6)
members of an ad Hoc group of holders of GenOns outstanding
senior unsecured notes (the Dissenting Committee), purporting
to hold approximately 27% of the GenOn Notes, executed
non-disclosure agreements and were also provided with certain
confidential information. The Dissenting Committee has informed
GenOn, NRG and the Ad Hoc Committee that it opposes the Agreed
Term Sheet and on May21, 2017, the Dissenting Committee
provided a counterproposal to the Agreed Term Sheet. The
Dissenting Committee counterproposal has not been agreed to by
GenOn, NRG, or the Ad Hoc Committee. The Dissenting Committee
was granted an extension of the Early Consent /Participation
Fee deadline (as described in the Agreed Term Sheet) from
May22, 2017 at 2:30 p.m.Eastern Time to May24, 2017 at 11:59
p.m.Eastern Time.

GenOn, NRG and the Ad Hoc Committee agreed to a public
disclosure of certain confidential information (the Ad Hoc
Committee Confidential Materials) provided to or by the Ad Hoc
Committee. A copy of the Ad Hoc Committee Confidential
Materials is furnished hereby as Exhibit99.1. GenOn and the
Dissenting Committee also agreed to to a public disclosure of
certain confidential information (the Dissenting Committee
Confidential Materials and together with the Ad Hoc Committee
Confidential Materials, the Confidential Materials) provided to
or by the Dissenting Committee. A copy of the Dissenting
Committee Confidential Materials is furnished hereby as
Exhibit99.2. The first Dissenting Committee counterproposal
disclosed in Exhibit99.2 is the current counterproposal by the
Dissenting Committee to NRG, GenOn, and the Ad Hoc Committee,
superseding and amending the second counterproposal also
disclosed in Exhibit99.2.

Any financial information, projections and estimates of claims
included in the Confidential Materials were not prepared with a
view toward public disclosure or compliance with the published
guidelines of the Securities and Exchange Commission or the
guidelines established by the American Institute of Certified
Public Accountants regarding projections or forecasts. The
financial information included in the Confidential Materials
does not purport to present the financial condition of NRG,
GenOn or GAG in accordance with accounting principles generally
accepted in the United States. The inclusion of the information
in the Confidential Materials should not be regarded as an
indication that NRG, GenOn or GAG or their respective
affiliates or representatives consider the Confidential
Materials to be a reliable prediction of future events, and the
Confidential Materials should not be relied upon as such. None
of NRG, GenOn, GAG or their respective affiliates or
representatives has made or makes any representation to any
person regarding the Confidential Materials, and none of them
undertakes any obligation to publicly update such information
to reflect circumstances existing after the date when the
information was made or to reflect the occurrence of future
events, even in the event that any or all of the assumptions
underlying the projections are shown to be in error.

Cautionary Note Regarding Forward-Looking Information

Many of the statements included in this Current Report on
Form8-K and the exhibits furnished herewith constitute
forward-looking statements intended to qualify for the safe
harbor from liability established by the Private Securities
Litigation Reform Act of 1995. In particular, they include
statements relating to future actions, strategies, future
operating and financial performance, and NRGs, GenOns and their
respective subsidiaries future financial results. These
forward-looking statements are based on current expectations
and projections about future events. Readers are cautioned that
forward-looking statements are not guarantees of future
operating and financial performance or results and involve
substantial risks and uncertainties that cannot be predicted or
quantified, and, consequently, the actual performance of NRG,
GenOn and their respective subsidiaries may differ materially
from those expressed or implied by such forward-looking
statements. Such risks and uncertainties include, but are not
limited to, factors described from time to time in NRGs, GenOns
reports filed with the SEC.

Item9.01. Financial Statements and
Exhibits.

(d) Exhibits.

Exhibit

Description

10.1

Consent Agreement, dated as of May22, 2017, by and among
GenOn, NRG and the holders of the Notes signatory thereto
(incorporated by reference to Exhibit10.1 to GenOn
Energy,Inc. and Gen On Americas Generation, LLCs Current
Report on Form8-K dated May19, 2017, filed with the
Commission on May23, 2017).

99.1

Ad Hoc Committee Confidential Materials (incorporated by
reference to Exhibit99.1 to GenOn Energy,Inc. and Gen On
Americas Generation, LLCs Current Report on Form8-K dated
May19, 2017, filed with the Commission on May23, 2017).

99.2

Dissenting Committee Confidential Materials (incorporated
by reference to Exhibit99.2 to GenOn Energy,Inc. and Gen
On Americas Generation, LLCs Current Report on Form8-K
dated May19, 2017, filed with the Commission on May23,
2017).

About NRG ENERGY, INC. (NYSE:NRG)
NRG Energy, Inc. (NRG) is an integrated power company. The Company is engaged in producing, selling and delivering electricity and related products and services in various markets in the United States. The Company’s segments include Generation, Retail, Renewables, NRG Yield, Inc. (NRG Yield) and Corporate activities. The Generation segment includes generation, international and Boston Energy Trading and Marketing LLC (BETM). The Retail segment includes Mass customers and Business Solutions. Its Business Solutions include commercial, industrial and governmental/institutional (C&I) customers, and other distributed and reliability products. The Renewables segment includes solar and wind assets. The NRG Yield segment includes certain of the Company’s contracted generation assets. The corporate activities segment includes residential solar and electric vehicle services. The Company owned and operated approximately 47,000 megawatts (MW) of generation, as of December 31, 2016. NRG ENERGY, INC. (NYSE:NRG) Recent Trading Information
NRG ENERGY, INC. (NYSE:NRG) closed its last trading session up +0.25 at 15.96 with 5,801,740 shares trading hands.

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