NRG Energy, Inc. Announces Offerings Of Senior Secured Notes And Senior Unsecured Notes

Published: 2026-04-14 14:06:28 ET NRG

Published on 04/14/2026 at 02:06 pm EDT

NRG Energy, Inc. announced the commencement of concurrent offerings of senior secured first lien notes due 2031 (the ?Secured Notes? and such offering, the ?Secured Notes Offering?) and senior unsecured notes (the ?Unsecured Notes Offering? and, together with the Secured Notes Offering, the ?Offerings?), consisting of (i) senior unsecured notes due 2034 (the ?2034 Notes?) and senior unsecured notes due 2036 (the ?2036 Notes?

and, collectively with the 2034 Notes and the Secured Notes, the ?Notes?). The Notes will be guaranteed by each of NRG?s current and future wholly-owned U.S. subsidiaries that guarantee the term loans under NRG?s credit agreement. The Secured Notes will be secured by a first priority security interest in the same collateral that is pledged for the benefit of the creditors under NRG?s credit agreement and existing senior secured notes, which collateral consists of a substantial portion of the property and assets owned by NRG and the guarantors.

NRG intends to use the net proceeds from the Offerings, together with the net proceeds of its proposed new term loan B in an aggregate principal amount of $900 million (the ?New TLB?), to repay a portion of the outstanding borrowings under the NRG revolving credit facility and to pay the tender price of a substantially concurrent tender offer (the ?Tender Offer?) through its wholly-owned subsidiary, Lightning Power, LLC (?Lightning?), for Lightning?s outstanding 7.250% senior secured notes due 2032 (the ?Lightning Notes?), to pay estimated transaction fees, expenses and premiums and, the remainder, if any, for general corporate purposes, which may include the repurchase, repayment, prepayment or redemption of other debt of NRG, Lightning or any of their respective subsidiaries. The consummation of the Secured Notes Offering is not conditioned upon the completion of the Unsecured Notes Offering or the New TLB or vice versa. The Tender Offer is being made only by and pursuant to the terms and conditions of the related offer to purchase and consent solicitation statement.

The Offerings are not conditioned upon the completion of the Tender Offer or the tender of any specific amount of the Lightning Notes. The Notes and related guarantees are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the ?Securities Act?), and, outside the United States, to persons other than ?U.S. persons? in compliance with Regulation S under the Securities Act.

The Notes and related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. NRG does not intend to file a registration statement for the resale of the Notes. Nothing contained herein shall constitute an offer to purchase or the solicitation of an offer to sell any Lightning Notes in the Tender Offer.