NRG Energy, Inc. (NYSE: NRG) has commenced change of control offers (the Offers) to purchase any and all of the following outstanding senior notes of GenOn Energy, Inc. (GenOn):
- 7.625% Senior Notes due 2014,
- 7.875% Senior Notes due 2017,
- 9.500% Senior Notes due 2018, and
- 9.875% Senior Notes due 2020.
NRG is offering to purchase any and all of each series of notes at a cash price equal to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest up to, but not including, the date of purchase. Each of the Offers will expire at 11:59 pm, New York City time, on February 8, 2013 (which is the end of the day on such date), unless extended. Tendered notes may be validly withdrawn on or prior to such date and time. The purchase price will be paid to holders promptly after the date the Offers expire.
NRG reserves the right to terminate, withdraw or amend the Offers at any time subject to applicable law and the indentures and supplemental indentures governing each series of notes. The terms and conditions of the Offers are set forth in Change of Control Notices and Offers to Purchase, dated January 9, 2013 for each series of notes (collectively, the Offers to Purchase) and related Letters of Transmittal.
The Offers are being made pursuant to the change of control provisions of the indentures and supplemental indentures pursuant to which each series of notes were issued. On December 14, 2012, Plus Merger Corporation, a wholly owned subsidiary of NRG merged with and into GenOn (the Merger), with GenOn continuing as the surviving corporation and a wholly owned subsidiary of NRG. The consummation of the Merger constituted a change of control under the indentures and supplemental indentures governing the notes. Following a change of control, the indentures and supplemental indentures require GenOn to make an offer to purchase for cash all of the outstanding notes validly tendered by any holder. Each of the Offers made by NRG is in lieu of GenOn making the offers required by the indentures and supplemental indentures.
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