8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) December 27, 2005
NRG Energy, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 001-15891
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41-1724239 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 211 Carnegie Center
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Princeton, NJ 08540 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
609-524-4500
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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 (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
On December 27, 2005, NRG Energy, Inc., or NRG, and certain of its subsidiaries entered into
two purchase and sale agreements with Dynegy Inc., or Dynegy, the wholly owned parent of
Dynegy Holdings Inc. through which the companies will each simultaneously purchase the other’s
interest in two jointly held entities that own power generation facilities in California and
Illinois, respectively. Under the purchase and sale agreement for the California interests,
NRG will acquire Dynegy’s 50 percent interest in WCP (Generation) Holdings LLC, or WCP, for a
purchase price of $205 million. As a result of this transaction, NRG will become the sole
owner of power plants totaling approximately 1,800 megawatts in southern California. Pursuant
to the terms of the purchase and sale agreement for the Illinois interests, NRG will sell to
Dynegy its 50 percent ownership interest in the jointly held entity that owns the Rocky Road
power plant, a 330-megawatt natural gas-fired peaking facility near Chicago for a purchase
price of $45 million. NRG will effectively fund the net purchase price of $160 million with
cash held by WCP. The transactions, which are conditioned upon each other and subject to
regulatory approval, are expected to close in the first quarter 2006.
The purchase agreements regarding the California interests and the Illinois interests are
filed herewith as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and
are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
On December 27, 2005, NRG issued a press release announcing the above transactions. A copy of
the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
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Exhibit Number
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Description |
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10.1
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Purchase Agreement (West Coast Power) by and among NRG
Energy, Inc., NRG West Coast LLC (Buyer), DPC II Inc.
(Seller) and Dynegy, Inc., dated as of December 27, 2005. |
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10.2
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Purchase Agreement (Rocky Road Power) by and among Termo
Santander Holding, L.L.C. (Buyer), Dynegy, Inc., NRG Rocky
Road LLC (Seller) and NRG Energy, Inc., dated as of
December 27, 2005. |
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99.1
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Press Release, dated December 27, 2005. |
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.
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NRG Energy, Inc.
(Registrant) |
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By:
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/s/ TIMOTHY W. J. O’BRIEN |
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Timothy W. J. O’Brien
Vice President and
General Counsel |
Dated: December 28, 2005
Exhibit Index
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Exhibit Number
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Description |
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10.1
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Purchase Agreement (West Coast Power) by and among NRG
Energy, Inc., NRG West Coast LLC (Buyer), DPC II Inc.
(Seller) and Dynegy, Inc., dated as of December 27, 2005. |
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10.2
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Purchase Agreement (Rocky Road Power) by and among Termo
Santander Holding, L.L.C. (Buyer), Dynegy, Inc., NRG Rocky
Road LLC (Seller) and NRG Energy, Inc., dated as of
December 27, 2005. |
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99.1
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Press Release, dated December 27, 2005. |