NRG Energy Enters Material Definitive Agreement

TL;DR

NRG just signed a big deal, creating a new financial obligation. Keep an eye on this.

AI Summary

On October 30, 2024, NRG Energy, Inc. entered into a Material Definitive Agreement related to a direct financial obligation. The filing details the creation of this obligation under an off-balance sheet arrangement.

Why It Matters

This filing indicates NRG Energy is undertaking a new financial commitment or obligation, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Entering into new financial obligations can introduce financial risk, depending on the terms and scale of the agreement.

Key Players & Entities

• NRG ENERGY, INC. (company) — Registrant
• October 30, 2024 (date) — Date of Report
• 910 Louisiana Street Houston Texas 77002 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ch registered Common stock, par value $0.01 NRG New York Stock Exchange Indic
• $925 million — on (the "Company"), sold and issued (1) $925 million aggregate principal amount of 6.00% sen
• $950 million — tes due 2033 (the "2033 Notes") and (2) $950 million aggregate principal amount of 6.25% sen
• $798.2 million — 0, 2024, the Company settled and issued $798.2 million aggregate principal amount of new 5.75%
• $450 million — n B in an aggregate principal amount of $450 million (the "Incremental Term Loan B Facility"
• $589 million — ed Notes"), APX purchased approximately $589 million aggregate principal amount of the APX 2
• $375 million — 6.625% senior notes due 2027, of which $375 million aggregate principal amount was outstand

Filing Documents

• tm2427141d1_8k.htm (8-K) — 43KB
• tm2427141d1_ex4-1.htm (EX-4.1) — 369KB
• tm2427141d1_ex4-2.htm (EX-4.2) — 867KB
• tm2427141d1_ex10-1.htm (EX-10.1) — 159KB
• tm2427141d1_ex10-2.htm (EX-10.2) — 122KB
• 0001104659-24-113526.txt ( ) — 1985KB
• nrg-20241030.xsd (EX-101.SCH) — 3KB
• nrg-20241030_lab.xml (EX-101.LAB) — 33KB
• nrg-20241030_pre.xml (EX-101.PRE) — 22KB
• tm2427141d1_8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement. Base Indenture and Supplemental Indenture On October 30, 2024, NRG Energy, Inc., a Delaware corporation (the "Company"), sold and issued (1) $925 million aggregate principal amount of 6.00% senior notes due 2033 (the "2033 Notes") and (2) $950 million aggregate principal amount of 6.25% senior notes due 2034 (the "2034 Notes") pursuant to the terms of a purchase agreement, dated October 16, 2024, among the Company, the guarantors named therein and the initial purchasers named therein. In addition, on October 30, 2024, the Company settled and issued $798.2 million aggregate principal amount of new 5.75% senior notes due 2029 (the "2029 Notes" and, collectively with the 2033 Notes and the 2034 Notes, the "Notes") and cash in exchange for a corresponding principal amount of existing 5.75% senior notes due 2029 issued by APX Group, Inc. ("APX"), a wholly-owned subsidiary of the Company, in connection with the Company's previously announced offer to exchange. The Notes are senior unsecured obligations of the Company and are guaranteed by each of the Company's current and future subsidiaries that guarantee indebtedness under its Credit Agreement (as defined below). The Notes were issued under a base indenture, dated October 30, 2024 (the "Base Indenture"), between the Company and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), as supplemented by a supplemental indenture, dated October 30, 2024 (the "Supplemental Indenture"), among the Company, the guarantors named therein and the Trustee. The 2033 Notes mature on February 1, 2033 and bear interest at a rate of 6.00% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2025. The 2034 Notes mature on November 1, 2034 and bear interest at a rate of 6.25% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on May 1, 2025. The 2029 Notes mature on July

03

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.

01

Item 8.01. Other Events. On October 30, 2024, in connection with APX's previously announced offer to purchase for cash any and all outstanding 6.75% senior secured notes due 2027 issued by APX (the "APX 2027 Secured Notes"), APX purchased approximately $589 million aggregate principal amount of the APX 2027 Secured Notes that had been validly tendered in the tender offer. On October 31, 2024, the Company redeemed all of the Company's 6.625% senior notes due 2027, of which $375 million aggregate principal amount was outstanding.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits 4.1 Base Indenture, dated October 30, 2024, between NRG Energy, Inc. and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Notes. 4.2 Supplemental Indenture, dated October 30, 2024, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Notes. 4.3 Form of 5.75% Senior Notes due 2029 (incorporated by reference to Exhibit 4.2 filed herewith) . 4.4 Form of 6.00% Senior Notes due 2033 (incorporated by reference to Exhibit 4.2 filed herewith) . 4.5 Form of 6.25% Senior Notes due 2034 (incorporated by reference to Exhibit 4.2 filed herewith) . 10.1 Tenth Amendment to Second Amended and Restated Credit Agreement, dated as of October 30, 2024, by and among NRG Energy, Inc., Citicorp North America, Inc., as administrative agent and as collateral agent, and certain financial institutions, as lenders. 10.2 Eleventh Amendment to Second Amended and Restated Credit Agreement, dated as of October 30, 2024, by and among NRG Energy, Inc., Citicorp North America, Inc., as administrative agent and as collateral agent, and certain financial institutions, as lenders. 104 Cover Page Interactive Date File (embedded within the Inline XBRL document).

SIGNATURES

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: November 1, 2024 NRG ENERGY, INC. (Registrant) By: /s/ Christine A. Zoino Name: Christine A. Zoino Title: Corporate Secretary

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View this 8-K filing on SEC EDGAR