NRG Energy (NYSE: NRG) issues new notes, $900M Term Loan B and advances Lightning tender
Rhea-AI Filing Summary
NRG Energy, Inc. completed a major refinancing that includes new notes and a term loan and advanced the planned retirement of subsidiary Lightning Power’s secured notes. The company issued $500 million of 4.955% senior secured first lien notes due 2031, along with $1,050 million of 5.875% senior notes due 2034 and $1,050 million of 6.125% senior notes due 2036, all guaranteed by key U.S. subsidiaries.
NRG also added a $900.0 million Incremental Term Loan B Facility under its credit agreement, maturing in 2033 and bearing interest at either the Alternate Base Rate plus 0.75% or Term SOFR plus 1.75%. NRG plans to use proceeds from the notes and term loan to repay revolving credit borrowings, fund Lightning’s tender offer for its 7.250% senior secured notes due 2032, cover fees and premiums, and for general corporate purposes, including other debt repurchases.
Lightning’s tender offer produced strong early participation: holders tendered about $1,495,054,000 of the $1,500 million 7.250% notes, or roughly 99.67% of the outstanding amount, by the Early Tender Deadline. Early tendering holders are eligible to receive total consideration of $1,063.75 per $1,000 principal, including a $50 early tender payment. Lightning has received sufficient consents to implement indenture covenant changes and release collateral, and has issued a notice of redemption for remaining notes at the tender offer consideration plus accrued interest, subject to conditions.
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Insights
NRG refinances with long-dated notes and a term loan while retiring higher‑coupon subsidiary debt.
NRG Energy raised long-term capital through three note tranches and a new $900.0 million Incremental Term Loan B Facility. The secured notes carry a 4.955% coupon to 2031, while unsecured notes at 5.875% and 6.125% extend maturities to 2034 and 2036.
Proceeds are earmarked to repay revolving credit borrowings and fund the cash tender for Lightning’s 7.250% senior secured notes due 2032, plus fees and potential additional debt reduction. This shifts borrowing from shorter-term revolver usage and higher-coupon subsidiary debt toward longer-dated instruments with defined coupons.
Lightning’s tender offer achieved about 99.67% participation, with $1,495,054,000 of $1,500 million notes tendered. Early tendering noteholders receive total consideration of $1,063.75 per $1,000, including a $50 early tender payment. A notice of redemption has been issued for remaining notes at the tender offer consideration plus accrued interest, subject to the financing and other conditions described in the offer materials.
8-K Event Classification
Key Figures
Key Terms
Senior secured first lien notes financial
Incremental Term Loan B Facility financial
Rule 144A regulatory
Regulation S regulatory
Consent Solicitation financial
restrictive covenants financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Senior Secured First Lien Notes due 2031 and Senior Notes due 2034 and 2036
On April 28, 2026, NRG Energy, Inc., a Delaware corporation (the “Company”), sold and issued $500 million aggregate principal amount of 4.955% senior secured first lien notes due 2031 (the “Secured Notes”) pursuant to the terms of a purchase agreement, dated April 14, 2026, among the Company, the guarantors named therein and Citigroup Global Markets Inc., as representative of the several initial purchasers named therein. In addition, on April 28, 2026, the Company sold and issued (1) $1,050 million aggregate principal amount of 5.875% senior notes due 2034 (the “2034 Notes”) and (2) $1,050 million aggregate principal amount of 6.125% senior notes due 2036 (the “2036 Notes” and, together with the 2034 Notes, the “Unsecured Notes” and, collectively with the Secured Notes, the “Notes”) pursuant to the terms of a purchase agreement, dated April 14, 2026, among the Company, the guarantors named therein and Citigroup Global Markets Inc., as representative of the several initial purchasers named therein.
The Notes are guaranteed by each of the Company’s current and future wholly-owned U.S. subsidiaries that guarantee the loans under the Company’s credit agreement. The Secured Notes are secured by a first priority security interest in the same collateral that is pledged for the benefit of the lenders under the Company’s credit agreement and existing senior secured notes, which collateral consists of a substantial portion of the property and assets owned by the Company and the guarantors.
The Secured Notes were issued under a base indenture, dated October 8, 2025 (the “Secured Notes Base Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by a supplemental indenture, dated April 28, 2026 (the “Secured Notes Supplemental Indenture”), among the Company, the guarantors named therein and the Trustee. The Unsecured Notes were issued under a base indenture, dated October 8, 2025 (the “Unsecured Notes Base Indenture”), between the Company and the Trustee, as supplemented by a supplemental indenture, dated April 28, 2026 (the “Unsecured Notes Supplemental Indenture”), among the Company, the guarantors named therein and the Trustee. The Secured Notes mature on April 30, 2031 and bear interest at a rate of 4.955% per annum, payable semi-annually in arrears on April 30 and October 30 of each year, commencing on October 30, 2026. The 2034 Notes mature on May 15, 2034 and bear interest at a rate of 5.875% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2026. The 2036 Notes mature on May 15, 2036 and bear interest at a rate of 6.125% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2026.
The sale of the Notes was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Notes were sold on a private placement basis to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S promulgated under the Securities Act.
The Company intends to use a portion of the net proceeds from the notes offerings, and the proceeds of the Incremental Term Loan B Facility (as defined below) to repay a portion of the outstanding borrowings under the Company’s revolving credit facility and to pay the tender price of the Company’s previously announced tender offer (the “Lightning Tender Offer”) through the Company’s wholly-owned subsidiary, Lightning Power, LLC (“Lightning”), for Lightning’s outstanding 7.250% senior secured notes due 2032 (the “Lightning Notes”), to pay estimated transaction fees, expenses and premiums and, to use the remainder, if any, for general corporate purposes, which may include the repurchase, repayment, prepayment or redemption of other debt of the Company, Lightning or any of their respective subsidiaries.
The foregoing description is qualified in its entirety by reference to the full text of the Secured Notes Base Indenture, the Secured Notes Supplemental Indenture, the Unsecured Notes Base Indenture, the Unsecured Notes Supplemental Indenture and the forms of each series of the Notes, copies of which are filed as Exhibits 4.1, 4.2, 4.4, 4.5, 4.3, 4.6 and 4.7, respectively, to this Current Report and each of which is incorporated by reference into this Item 1.01.
Sixteenth Amendment to Amended and Restated Credit Agreement
On April 28, 2026, the Company, as borrower, and certain subsidiaries of the Company, as guarantors, entered into the Sixteenth Amendment (the “Sixteenth Amendment”) to the Second Amended and Restated Credit Agreement, dated as of June 30, 2016 (the “Credit Agreement”) with, among others, Citicorp North America, Inc., as administrative agent and as collateral agent (the “Agent”), and certain financial institutions, as lenders, which amended the Credit Agreement, in order to (i) establish a new term loan B facility with borrowings of $900.0 million in aggregate principal amount (the “Incremental Term Loan B Facility” and the loans thereunder, the “Incremental Term B Loans”) and (ii) make certain other modifications to the Credit Agreement with respect to implementing the Incremental Term Loan B Facility as set forth therein. The proceeds from the Incremental Term B Loans will be used, among other things, to repay the outstanding borrowings under the Company’s revolving credit facility.
At the Company’s election, the Incremental Term B Loans will bear interest at a rate per annum equal to either (1) the Alternate Base Rate (as defined in the Credit Agreement), plus 0.75%, or (2) Term SOFR (as defined in the Credit Agreement and which rate will not be less than 0% per annum) for a one-, three- or six-month interest period or such other period as agreed to by the Agent and the lenders, as selected by the Company, plus 1.75%.
The Incremental Term Loan B Facility is guaranteed by each of the Company’s subsidiaries that guarantee the Company’s existing credit facilities under the Credit Agreement and is secured on a first lien basis by substantially all of the Company’s and such subsidiaries’ assets, in each case, subject to certain customary exceptions and limitations set forth in the Credit Agreement.
The Incremental Term B Loans have a final maturity date of April 28, 2033 and amortize at a rate of 1% per annum.
If an event of default occurs under the Incremental Term Loan B Facility, the entire principal amount outstanding thereunder, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable, subject, in certain instances, to the expiration of applicable cure periods.
The Incremental Term Loan B Facility also provides for the same asset sale mandatory prepayments, reporting covenants and negative covenants governing dividends, investments, indebtedness, and other matters as set forth in the existing Credit Agreement.
The foregoing description of the Sixteenth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Sixteenth Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosures under Item 1.01 of this Current Report are also responsive to this Item 2.03 and are incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On April 28, 2026, the Company issued a press release announcing (i) the results of the Lightning Tender Offer and an early settlement date of April 29, 2026, and (ii) that Lightning had issued a notice of redemption to redeem all of the outstanding Lightning Notes (after giving effect to the purchase of tendered Lightning Notes on such early settlement date). A copy of the press release is attached hereto as Exhibit 99.1, and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | Base Indenture, dated October 8, 2025, between NRG Energy, Inc. and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Secured Notes (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2025, File No. 001-15891). | |
| 4.2 | Third Supplemental Indenture, dated April 28, 2026, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Secured Notes. | |
| 4.3 | Form of 4.955% Senior Secured First Lien Notes due 2031 (incorporated by reference to Exhibit 4.2 filed herewith). | |
| 4.4 | Base Indenture, dated October 8, 2025, between NRG Energy, Inc. and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Unsecured Notes (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2025, File No. 001-15891). | |
| 4.5 | Third Supplemental Indenture, dated April 28, 2026, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Unsecured Notes. | |
| 4.6 | Form of 5.875% Senior Notes due 2034 (incorporated by reference to Exhibit 4.5 filed herewith). | |
| 4.7 | Form of 6.125% Senior Notes due 2036 (incorporated by reference to Exhibit 4.5 filed herewith). | |
| 10.1 | Sixteenth Amendment to Second Amended and Restated Credit Agreement, dated as of April 28, 2026, by and among NRG Energy, Inc., Citicorp North America, Inc., as administrative agent and as collateral agent, and certain financial institutions, as lenders. | |
| 99.1 | Press Release, dated April 28, 2026, announcing Early Results of Cash Tender Offer and Consent Solicitation. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the IXBRL document. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 28, 2026
| NRG ENERGY, INC. (Registrant) | ||
| By: | /s/ Christine A. Zoino | |
| Name: Christine A. Zoino | ||
| Title: Corporate Secretary | ||
Exhibit 99.1
NRG Energy, Inc. Announces Early Results of
Cash Tender Offer and Consent Solicitation
Houston— April 28, 2026 — NRG Energy, Inc. (NYSE:NRG) announced today the early results of the previously announced offer to purchase for cash (the “Tender Offer”) for any and all of the outstanding 7.250% senior secured notes due 2032 (the “Notes”) issued by Lightning Power, LLC (“Lightning”), a wholly-owned subsidiary of NRG. In conjunction with the Tender Offer, Lightning also solicited consents (the “Consent Solicitation”) to adopt certain proposed amendments to the indenture governing the Notes (the “Indenture”) to (i) eliminate substantially all of the restrictive covenants and certain affirmative covenants and events of default and related provisions therein (the “Proposed Amendments”) and (ii) release all of the guarantees of and the collateral securing the Notes (the “Release”). The Proposed Amendments require the consent of holders of a majority in aggregate principal amount of the outstanding Notes (the “Covenant Requisite Consent”) and the Release requires the consent of holders of at least 662/3% in aggregate principal amount of the outstanding Notes (the “Release Requisite Consent” and, together with the Covenant Requisite Consent, the “Requisite Consents”).
The Tender Offer and Consent Solicitation are being made pursuant to the Offer to Purchase and Consent Solicitation Statement, dated April 14, 2026 (the “Statement”). Certain information regarding the Notes and the terms of the Tender Offer is summarized in the table below.
| Title | CUSIP/ISIN Numbers(1) | Principal
Amount Outstanding | Tender
Offer Consideration(2) | Early
Tender Payment(2)(3) | Total Consideration(2)(4) | |||||||||||
| 7.250% Senior Secured Notes due 2032 | CUSIP: 53229KAA7 (144A); U5400KAA5 (Reg S) ISIN: US53229KAA79 (144A); USU5400KAA52 (Reg S) | $1,500 million | $ | 1,013.75 | $ | 50.00 | $ | 1,063.75 | ||||||||
| (1) | No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this press release or printed on the Notes. They are provided solely for the convenience of holders of the Notes. | |
| (2) | Per $1,000 principal amount of Notes tendered and accepted for purchase. | |
| (3) | The Early Tender Payment will be payable to Holders who validly tendered (and did not validly withdraw) Notes at or prior to the Early Tender Deadline (as defined below). | |
| (4) | Includes the Early Tender Payment for Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline. |
According to information provided by D.F. King & Co., Inc., the tender and information agent (the “Tender and Information Agent”), approximately $1,495,054,000 aggregate principal amount of the Notes, representing approximately 99.67% of the outstanding Notes, were validly tendered and not validly withdrawn (the “Tendered Notes”) on or prior to 5:00 p.m., New York City time, on April 27, 2026 (the “Early Tender Deadline”). The withdrawal deadline for the Tender Offer was 5:00 p.m., New York City time, on April 27, 2026 and has not been extended. Accordingly, previously tendered Notes and Notes tendered after such withdrawal deadline may not be withdrawn, subject to applicable law. The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on May 12, 2026 (such time and date, as it may be extended, the “Expiration Time”).
Pursuant to the Consent Solicitation, Lightning has received the Requisite Consents, and Lightning and the guarantors of the Notes have entered into a supplemental indenture to the Indenture with the trustee and collateral trustee to effect the Proposed Amendments and the Release. The Proposed Amendments and the Release will not become operative until the Early Settlement Date (as defined in the Statement), which is expected to be April 29, 2026, or as promptly as practicable thereafter.
In addition, pursuant to the terms of the Indenture, as more than 90% of the aggregate outstanding principal amount Notes have been validly tendered in the Tender Offer, Lightning has issued a notice of redemption to redeem all of the outstanding Notes (after giving effect to the purchase of tendered Notes on the Early Settlement Date) at a redemption price equal to the Tender Offer Consideration set forth in the table above (plus accrued and unpaid interest to, but excluding, the redemption date). The redemption date is scheduled to be May 13, 2026. However, there can be no assurance that any Notes will be redeemed. Nothing contained herein shall constitute a notice of redemption for the Notes.
Holders of Notes who validly tendered (and did not validly withdraw) their Notes at or prior to the Early Tender Deadline will be eligible to receive the Total Consideration (as defined below) for such Notes, which includes the Early Tender Payment set forth in the table above. Holders of Notes who validly tender their Notes after the Early Tender Deadline but at or prior to the Expiration Time will not be eligible to receive the Early Tender Payment and will therefore only be eligible to receive the Tender Offer Consideration, which is the Total Consideration less the Early Tender Payment.
In addition, Lightning will pay accrued and unpaid interest on the principal amount of Notes accepted for purchase from the most recent interest payment date on the Notes to, but not including, the applicable Settlement Date (as defined in the Statement).
The consideration for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline and accepted for purchase pursuant to the Tender Offer (the “Total Consideration”) will be $1,063.75. The Total Consideration includes an early tender payment (the “Early Tender Payment”) of $50 per $1,000 principal amount of Notes (which is payable in respect of Notes tendered (and not validly withdrawn) at or prior to the Early Tender Deadline and accepted for purchase). Holders who validly tender their Notes after the Early Tender Deadline but at or prior to the Expiration Time will be eligible to receive consideration (the “Tender Offer Consideration”), equal to the Total Consideration less the Early Tender Payment, on the Final Settlement Date (as defined in the Statement).
Lightning’s obligation to purchase Notes in the Tender Offer is conditioned on the satisfaction or waiver of a number of conditions as described in the Statement, including the Financing Condition (as defined in the Statement). In the event of a termination of the Tender Offer, neither the applicable consideration will be paid or become payable to the holders of the Notes, and the Notes tendered pursuant to the Tender Offer will be promptly returned to the tendering holders. Lightning has the right, in its sole discretion, to not accept any tenders of Notes for any reason and to amend or terminate the Tender Offer at any time.
Copies of the Statement are available to holders of the Notes from D.F. King & Co., Inc., the tender agent and information agent for the Tender Offer (the “Tender and Information Agent”). Requests for copies of the Statement should be directed to the Tender and Information Agent at (888) 605-1956 (toll free) and (646) 602-4897 (banks and brokers) or by e-mail to nrg@dfking.com. Lightning has engaged Citigroup Global Markets Inc. and Santander US Capital Markets LLC as lead dealer managers for the Tender Offer and lead solicitation agents for the Consent Solicitation. Questions regarding the terms of the Tender Offer and Consent Solicitation may be directed to Citigroup Global Markets Inc. at +1 (212) 723-6106 (collect) or +1 (800) 558-3745 (toll-free) and Santander US Capital Markets LLC at +1 (212) 350-0660 (collect) or +1 (855) 404-3636 (toll-free).
None of Lightning, the dealer managers, the Tender and Information Agent, the trustee for the Notes or any of their respective affiliates is making any recommendation as to whether holders should or should not tender any Notes in response to the Tender Offer or expressing any opinion as to whether the terms of the Tender Offer are fair to any holder. Holders of the Notes must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender. Please refer to the Statement for a description of the offer terms, conditions, disclaimers and other information applicable to the Tender Offer and Consent Solicitation.
This press release does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The Tender Offer is being made solely by means of the Statement. Lightning is making the Tender Offer only in those jurisdictions where it is legal to do so. The Tender Offer is not being made to holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
About NRG
NRG is a leading provider of electricity, natural gas, and smart home solutions to eight million customers across North America. The company operates a customer-first platform supported by a diversified supply strategy and the safe, reliable operation of approximately 25 GW of power generation. NRG plays a meaningful role in competitive energy markets and our innovative team is creating the flexible and affordable solutions that households and large businesses need today and in the future.
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Forward-Looking Statements
This news release contains “forward-looking” statements, as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical facts, including statements about beliefs and expectations, are forward-looking statements. These statements discuss potential risks and uncertainties and, therefore, actual results may differ materially. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. NRG does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Such forward-looking statements may include, without limitation, statements relating to goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to NRG, based on current beliefs of management as well as assumptions made by, and information currently available to, management. The words “believes,” “projects,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “should,” “forecasts,” “targets,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are beyond NRG’s control, that may cause NRG’s actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Information concerning these risks and uncertainties and other factors can be found in NRG’s filings with the U.S. Securities and Exchange Commission (“SEC”), including its reports on Forms 10-K, 10-Q and 8-K, each of which can be obtained free of charge on the SEC’s web site at http://www.sec.gov. NRG undertakes no obligation to update or revise any forward-looking statement unless required by applicable law.
Media
NRGMediaRelations@nrg.com
Investors
Brendan Mulhern
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Investor.relations@nrg.com
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