M&A - NRG ENERGY, INC.

Form Type: 8-K

Filing Date: 2025-05-16

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925049673

Filing Summary: On May 12, 2025, NRG Energy, Inc. entered into a Purchase and Sale Agreement to acquire certain energy companies. The Buyer Entities will acquire all outstanding equity interests of Lightning Power, Linebacker Power Holdings, CCS Intermediate HoldCo, and Jack County Power Development. The total purchase price includes 24,250,000 shares of common stock, approximately $6.4 billion in cash, and the assumption of around $3.2 billion in debt from the Acquired Companies. The transaction's combined enterprise value is estimated at around $12.0 billion. The acquisition is subject to regulatory approvals and customary closing conditions, with a target closing by end of Q1 2026. If necessary approvals are not obtained by May 12, 2026, the company may pay a termination fee of $400 million under specified conditions. A registration rights agreement will accompany the transaction, and the Sellers will be subject to a lock-up period regarding the resale of shares received as part of the transaction. Financing is secured through a commitment letter for a senior secured bridge term loan facility of up to $4.4 billion.

Form Type: 8-K

Filing Date: 2025-05-12

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925047007

Filing Summary: On May 12, 2025, NRG Energy, Inc. announced a joint agreement with LS Power Equity Advisors, LLC to acquire a portfolio of natural gas generation facilities and a commercial and industrial virtual power plant platform. This transaction involves both cash and common stock. The acquisition is aimed at enhancing NRG's energy generation capabilities. A press release detailing the acquisition was made public and is attached as Exhibit 99.1. NRG also planned to discuss this acquisition during a conference call on the same day for investors and media, accessible through their website.