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| Common Stock, par value $0.01 |
|
NRG |
|
NYSE Texas [Member]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
October 8, 2025
Date of Report (Date Earliest Event Reported)
NRG ENERGY, INC.
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction of incorporation or organization) |
|
001-15891
(Commission File Number) |
|
41-1724239
(IRS Employer
Identification No.) |
| 910 Louisiana Street Houston Texas |
|
77002 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(713)
537-3000
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | 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)) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant
to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Common stock, par value $0.01 |
|
NRG |
|
New York Stock Exchange |
| |
|
NYSE Texas |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01. |
Entry into a Material Definitive Agreement. |
Senior Secured First Lien Notes due 2030 and 2035 and Senior Notes
due 2034 and 2036
On October 8, 2025, NRG Energy,
Inc., a Delaware corporation (the “Company”), sold and issued (1) $625 million aggregate principal amount of 4.734% senior
secured first lien notes due 2030 (the “2030 Notes”) and (2) $625 million aggregate principal amount of 5.407% senior secured
first lien notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “Secured Notes”) pursuant to
the terms of a purchase agreement, dated September 24, 2025, among the Company, the guarantors named therein and the initial purchasers
named therein. In addition, also on October 8, 2025, the Company sold and issued (1) $1,250 million aggregate principal amount of 5.750%
senior notes due 2034 (the “2034 Notes”) and (2) $2,400 million aggregate principal amount of 6.000% senior notes due 2036
(the “2036 Notes” and, together with the 2034 Notes, the “Unsecured Notes” and, collectively with the Secured
Notes and the 2034 Notes, the “Notes”) pursuant to the terms of a purchase agreement, dated September 24, 2025, among the
Company, the guarantors named therein and the initial purchasers named therein.
The Notes will be guaranteed by each of the Company’s
current and future wholly-owned U.S. subsidiaries that guarantee the term 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, 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 October 8, 2025 (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 October 8, 2025 (the “Unsecured Notes Supplemental Indenture”),
among the Company, the guarantors named therein and the Trustee. The 2030 Notes mature on October 15, 2030 and bear interest at a rate
of 4.734% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2026. The 2035
Notes mature on October 15, 2035 and bear interest at a rate of 5.407% per annum, payable semi-annually in arrears on April 15 and October
15 of each year, commencing on April 15, 2026. The 2034 Notes mature on January 15, 2034 and bear interest at a rate of 5.750% per annum,
payable semi-annually in arrears on January 15 and July 15 of each year, commencing on July 15, 2026. The 2036 Notes mature on January
15, 2036 and bear interest at a rate of 6.000% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, commencing
on July 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 to partially fund the cash portion of the purchase price
of its previously announced acquisition of the issued and outstanding equity interests of Lightning Power, LLC, Linebacker Power Holdings,
LLC, CSS Intermediate HoldCo, LLC and Jack County Power Development, LLC. In addition, the Company intends to use a portion of the net
proceeds from the offering of the 2035 Notes to repay in full its $500 million aggregate principal amount of 2.000% senior secured first
lien notes on the maturity date on December 2, 2025.
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, 4.3, 4.4, 4.5, 4.6, 4.7 and 4.8, respectively, to this Current Report and each of which is incorporated
by reference into this Item 1.01.
| 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 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
| 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. |
| |
|
| 4.2 |
Supplemental Indenture,
dated October 8, 2025, 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 4.734% Senior Secured
First Lien Notes due 2030 (incorporated by reference to Exhibit 4.2 filed herewith). |
| |
|
| 4.4 |
Form of 5.407% Senior Secured
First Lien Notes due 2035 (incorporated by reference to Exhibit 4.2 filed herewith). |
| |
|
| 4.5 |
Base Indenture, dated October
8, 2025, between NRG Energy, Inc. and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Unsecured Notes. |
| |
|
| 4.6 |
Supplemental Indenture,
dated October 8, 2025, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee,
pertaining to the Unsecured Notes. |
| |
|
| 4.7 |
Form of 5.750% Senior Notes
due 2034 (incorporated by reference to Exhibit 4.6 filed herewith). |
| |
|
| 4.8 |
Form of 6.000% Senior Notes
due 2036 (incorporated by reference to Exhibit 4.6 filed herewith). |
| |
|
| 104 |
Cover Page Interactive
Date File (embedded within the Inline XBRL 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: October 8, 2025
| |
NRG ENERGY, INC. |
| |
(Registrant) |
| |
|
|
| |
By: |
/s/ Christine A. Zoino |
| |
|
Name:
Christine A. Zoino |
| |
|
Title: Corporate
Secretary |
