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NRG Energy, Inc. Announces Cash Tender Offer and Consent Solicitation for any and all of Lightning Power, LLC's outstanding 7.250% Senior Secured Notes due 2032

  • NRG Energy's subsidiary Lightning Power, LLC announced a cash tender offer for all $1.5 billion of its outstanding 7.250% senior secured notes due 2032.
  • The offer includes a solicitation for consents to amend the indenture by eliminating restrictive covenants & releasing all guarantees & collateral securing the notes.
  • Consent for the covenant amendments requires a majority of outstanding notes, while the release of guarantees requires consent from holders of at least 66 2/3% of the notes.
  • Lightning intends to exercise its right to redeem up to 10% of the notes in two separate redemptions at 103% of the principal amount plus accrued interest, though no redemption is guaranteed.
  • The tender consideration is $1,063.75 per $1,000 of principal, which includes a $50 early tender payment for notes validly tendered by April 27, 2026.
  • Holders tendering after the early deadline but before the May 12, 2026 expiration will receive $1,013.75 per $1,000 of principal without the early payment bonus.
  • Settlement for early tenders is expected within three business days following the April 27, 2026 deadline, while settlement for other tenders is expected within three business days after the May 12, 2026 expiration.
  • The supplemental indenture implementing the amendments will become effective upon execution but will only become operative if the requisite number of notes are purchased in the tender offer.
  • The tender offer is not conditioned on a minimum principal amount of notes being tendered, & Lightning reserves the right to terminate the offer or reject any tenders at its discretion.
  • D.F. King & Co., Inc. serves as the tender agent, while Citigroup Global Markets Inc. & Santander US Capital Markets LLC act as lead dealer managers for the transaction.
  • NRG Energy is a leading provider of electricity, natural gas, & smart home solutions to eight million customers across North America with approximately 25 GW of power generation.