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): September 30, 2005
NRG Energy, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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(State or Other Jurisdiction of Incorporation)
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| 001-15891
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41-1724239 |
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(IRS Employer Identification No.) |
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211 Carnegie Center, Princeton, New Jersey 08540
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(Address of Principal Executive Offices, Including Zip Code)
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(609) 529-4500
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(Registrant’s Telephone Number, Including Area Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 8.01. Other Events.
As previously disclosed, on September 30, 2005 NRG Energy, Inc. (the “Company”) entered into
an Acquisition Agreement (the “Acquisition Agreement”) with Texas Genco LLC, a Delaware limited
liability company (“Texas Genco”), and each of the direct and indirect owners of Texas Genco
providing for the acquisition by the Company of all of the outstanding equity interests in Texas
Genco on the terms and subject to the conditions set forth therein (the “Acquisition”). As more
fully described in the Company’s Current Report on Form 8-K filed October 3, 2005, in connection
with the execution of the Acquisition Agreement, the Company received a Commitment Letter from
Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”) and Citigroup Global Markets, Inc.
(“Citigroup”) to provide the Company with up to $4.8 billion in senior secured debt financing
required to consummate the Acquisition, including up to $3.2 billion under a senior first priority
term loan facility, up to $600 million under a senior first priority secured revolving credit
facility and up to $1 billion under a senior first priority secured synthetic letter of credit
facility. The Commitment Letter further provides for up to $5.1 billion in bridge financing to
fund all amounts required to consummate the Acquisition which are not provided for under the senior
secured debt financing.
This description of the Commitment Letter is qualified in its entirety by reference to the
full text of the Commitment Letter, a copy of which is filed as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated by reference herein.
ITEM 9.01. Financial Statements and Exhibits.
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| Exhibit No. |
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Description |
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99.1
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Commitment Letter from Morgan Stanley Senior Funding, Inc. and Citigroup Global Markets, Inc., dated September 30, 2005. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly
authorized.
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NRG ENERGY, INC.
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By: |
/s/ Timothy W.J. O'Brien
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Timothy W.J. O'Brien |
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| Dated: October 12, 2005 |
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Vice President and General Counsel |
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