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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
Date of Report (Date of earliest event
reported): November 10, 2026 (November 9, 2026)
NRG ENERGY, INC.
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction of
incorporation) |
|
001-15891
(Commission File Number) |
|
41-1724239
(IRS Employer
Identification No.) |
1301 McKinney St, Houston, Texas 77010
(Address of principal executive offices, including
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 |
| Common Stock, par value $0.01 |
|
NRG |
|
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
On
November 9, 2026, NRG Energy, Inc., a Delaware corporation (the “Company”), entered into a Purchase and Sale Agreement
(the “Purchase Agreement”), by and between the Company and Orbit Acquisition Holdco,
LLC, a Delaware limited liability company and an affiliate of LS Power Equity Advisors, LLC (“Buyer”). Subject to the
terms and conditions of the Purchase Agreement, the Company has agreed to cause certain of its subsidiaries to sell
to Buyer all of the issued and outstanding equity interests in (i) Linebacker Power Funding, LLC, a Delaware limited liability
company, (ii) Jack County Power Development, LLC, a Delaware limited liability company, (iii) Ravenswood Operations, LLC, a New York limited
liability company, (iv) Ravenswood Services, LLC, a New York limited liability company, (v) Ravenswood Holdings, LLC, a Delaware limited
liability company, (vi) Ravenswood Unit 40, LLC, a New York limited liability company, (vii) Ocean State Power, LLC, a Rhode Island limited
liability company, (viii) Wallingford Energy, LLC, a Connecticut limited liability company, and (ix) Rise Development, LLC, a Delaware
limited liability company (collectively, together with their respective direct and indirect subsidiaries, the “Acquired Companies”).
The acquisition of the equity interests, together with the other transactions contemplated by the Purchase Agreement, is referred to herein
as the “Transaction.”
Subject
to the terms and conditions of the Purchase Agreement, the aggregate purchase price for the Transaction will consist of $4.0 billion
in cash, subject to net working capital and other adjustments set forth in the Purchase Agreement.
The Purchase Agreement contains representations
and warranties customary for transactions of this type. The parties have agreed to various customary covenants and agreements, including,
among others, an agreement by the Company to cause the Acquired Companies to conduct their businesses in the ordinary course of business
in all material respects during the period between the execution of the Purchase Agreement and the closing of the Transaction (the “Closing”).
In addition, the Company, solely with respect to the Acquired Companies, has agreed to certain limitations on the operation of their respective
businesses during such period, as set forth more fully in the Purchase Agreement.
Subject to the terms
and limitations set forth in the Purchase Agreement, Buyer has agreed to take, and to cause certain of its affiliates to take, all actions
necessary to obtain the required governmental approvals as promptly as practicable and in any event before May 9, 2027 (as such date may
be extended pursuant to the Purchase Agreement, the “End Date”).
Consummation of the Transaction is subject to
customary closing conditions, including (i) the absence of any law or order that restrains, enjoins or otherwise prohibits the consummation
of the Transaction, (ii) the expiration or termination of the waiting period and the receipt of other required approvals under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the receipt of all necessary approvals, waivers and rulings from
the United States Federal Energy Regulatory Commission and the New York State Public Service Commission, and (iv) other customary
closing conditions, including the accuracy of each party’s representations and warranties and each party’s compliance with
its covenants and agreements contained in the Purchase Agreement (subject in the case of this clause (iv) to certain materiality
qualifiers). The Transaction is not subject to a financing condition. The Closing is expected to occur in 2027, subject to, among other
things, the satisfaction of the foregoing conditions.
The Purchase Agreement provides customary termination
rights to the Company and Buyer, including the right of either party to terminate the Purchase Agreement if (i) a final, non-appealable
order prohibits consummation of the Transaction; (ii) the other party breaches certain representations, warranties or covenants in a manner
that would prevent the satisfaction of a closing condition, subject to applicable cure periods; or (iii) the Transaction has not been
consummated by the End Date. The End Date may be automatically extended for up to two successive 90-day periods in certain circumstances,
subject to the terms and limitations set forth in the Purchase Agreement.
Buyer will be required to pay the Company a termination
fee of $200 million if (i) the Company terminates the Purchase Agreement due to certain breaches by Buyer, subject to applicable cure
provisions, including Buyer’s failure to pursue required regulatory remedies; (ii) the Company terminates the Purchase Agreement
due to Buyer’s failure to consummate the Transaction when required; or (iii) either party terminates the Purchase Agreement following
the End Date when the Company would have been entitled to terminate the Purchase Agreement pursuant to either of the foregoing clauses.
In connection with the Closing, the parties will
enter into certain ancillary agreements, including a transition services agreement and other commercial agreements between certain Acquired
Companies and a subsidiary of the Company relating to power and fuel management, natural gas supply and transportation capacity management.
A
copy of the Purchase Agreement has been included to provide investors with information regarding its terms. It is not intended to provide
any other factual information about Buyer, the Company or the Acquired Companies. In particular,
the representations and warranties contained in the Purchase Agreement were made only for the purposes of the Purchase Agreement as of
the specific dates therein, and were solely for the benefit of the parties to the Purchase Agreement. The representations and warranties
contained in the Purchase Agreement may be subject to limitations agreed upon by the parties to the Purchase Agreement and are qualified
by information in confidential disclosure schedules provided in connection with the signing of the Purchase Agreement. These confidential
disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth
in the Purchase Agreement. Additionally, certain representations and warranties in the Purchase Agreement may be subject to a standard
of materiality provided for in the Purchase Agreement and have been used for the purpose of allocating risk among the parties, rather
than establishing matters of fact. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the
representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of
Buyer, the Company or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations
and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in
the Company’s public disclosures.
The foregoing description of the Purchase Agreement
and the Transaction does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase
Agreement attached hereto as Exhibit 2.1 to this Current Report on Form 8-K, which is incorporated into this Item 1.01 by reference.
Forward-Looking Statements
In addition to historical information, the information
presented in this Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve estimates, expectations,
projections, goals, assumptions, known and unknown risks and uncertainties and can typically be identified by terminology such as “may,”
“should,” “could,” “objective,” “projection,” “forecast,” “goal,”
“guidance,” “outlook,” “expect,” “intend,” “seek,” “plan,” “think,”
“anticipate,” “estimate,” “predict,” “target,” “potential” or “continue”
or the negative of these terms or other comparable terminology. Such forward-looking statements include, but are not limited to, statements
relating to the proposed Transaction, the satisfaction or waiver of the conditions necessary for the Company to complete the Transaction,
as well as the anticipated timing of the Closing, including receipt of required regulatory approvals and satisfaction
of other customary closing conditions, the anticipated benefits of the Transaction and use of proceeds therefrom, and the Company’s
future revenues, income, indebtedness, capital structure, plans, expectations, objectives, projected financial performance and/or business
results and other future events, and views of economic and market conditions. These forward-looking statements are subject to a
variety of risks and uncertainties. Such risks and uncertainties include, but are not limited to, the possibility that the closing
conditions to the Transaction may not be satisfied or waived in a timely manner or at all, including that a governmental entity may prohibit,
delay or refuse to grant a necessary regulatory approval, as well as other risks and uncertainties described from time to time in the
Company’s Forms 10-K, 10-Q, and 8-K filed with or furnished to the Securities and Exchange Commission. Consequently, actual
results and experience may materially differ from those contained in any forward-looking statements. The Company makes no commitment
to revise or update any forward-looking statements in order to reflect events or circumstances occurring or existing after the date any
forward-looking statement is made, except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
Document |
| 2.1 |
Purchase
and Sale Agreement, dated as of November 9, 2026, by and between NRG Energy, Inc. and Orbit Acquisition Holdco, LLC.* |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* The schedules and exhibits have been omitted
from this filing pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the
Securities and Exchange Commission upon request.
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.
| |
NRG Energy, Inc. |
|
| |
(Registrant) |
|
| |
|
|
|
| |
By: |
/s/ Christine A. Zoino |
|
| |
|
Christine A. Zoino |
|
| |
|
Corporate Secretary |
|
Dated: November 10, 2026
