NRG ENERGY,INC. (NYSE:NRG) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on June14, 2017, GenOn Energy,Inc. (“GenOn”), GenOn Americas Generation, LLC (“GAG”) and certain of their directly and indirectly-owned subsidiaries (collectively, the “Debtors”) filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”).
On October2, 2017, the Debtors, each wholly-owned material subsidiary of GenOn (the “Guarantors”) and certain holders of senior unsecured notes issued by GenOn and GAG that are also members of the respective ad hoc steering committees composed of GenOn and GAG notes holders (the “Backstop Parties”), entered into the Amended and Restated Backstop Commitment Letter (the “Amended Backstop Letter”). The Amended Backtop Letter replaces that certain Backstop Commitment Letter, dated as of June12, 2017, and the first amendment thereto in their entirety.
On October2, 2017, the Debtors, NRG Energy,Inc. (“NRG”) and certain required consenting noteholders entered into an amendment (the “RSA Amendment”) to that certain Restructuring Support and Lock-Up Agreement, dated as of June12, 2017 (the “Restructuring Support Agreement”), which was previously disclosed and entered into by the Debtors, NRG, certain holders representing greater than 93% in aggregate principal amount of GenOn’s outstanding senior unsecured notes and certain holders representing greater than 93% in aggregate principal amount of GAG’s outstanding senior unsecured notes signatory thereto.
The Amended Backstop Letter and the RSA Amendment, among other things, remove the Debtors’ requirement to conduct a rights offering in connection with the Debtors’ exit financing. The foregoing description of the Amended Backstop Letter and the RSA Amendement does not purport to be complete and is qualified in its entirety by reference to the Amended Backstop Letter and the RSA Amendment, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively.
Item 1.01. Other Events.
On June29, 2017, the Debtors filed an initial joint plan of reorganization and a related disclosure statement with the Bankruptcy Court consistent with the Restructuring Support Agreement.
On October2, 2017, the Debtors filed a Second Amended Joint Plan of Reorganization to Chapter 11 of the Bankruptcy Code (the “Amended Plan”) and a related Disclosure Statement (the “Disclosure Statement”) with the Bankruptcy Court. Among other changes, the Amended Plan and Disclosure Statement remove the previously-contemplated rights offering, consistent with the Amended Backstop Letter and the RSA Amendment.
NRG recommends that holders of claims refer to the limitations, risk factors and qualifications included in the Amended Plan and the Disclosure Statement, as applicable, with respect to the information contained therein. Information contained in the Amended Plan and the Disclosure Statement is subject to change, whether as a result of amendments to the Amended Plan, requirements by the Bankruptcy Court, actions of third parties, or otherwise.
This Current Report on Form8-K is not intended to be, nor should it be construed as, a solicitation for a vote on the Amended Plan. There can be no assurance that the Debtors’ stakeholders will approve the Amended Plan, or that the Bankruptcy Court will confirm the Amended Plan. The Debtors will emerge from Chapter 11 when a plan receives the requisite approval from holders of claims, the Bankruptcy Court enters an order confirming a plan, and certain conditions to the effectiveness of a plan, as stated therein, are satisfied.
The foregoing description of the Amended Plan and Disclosure Statement does not purport to be complete and is qualified in its entirety by reference to the Amended Plan and Disclosure Statement, copies of which are attached hereto as Exhibits 99.1 and 99.2, respectively, and are also available at http://dm.epiq11.com/genon.
Cautionary Note Regarding Forward-Looking Information
Certain of the statements included in this Current Report on Form8-K 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 and strategies of NRG, GenOn and their respective subsidiaries.