NRG Energy, Inc. Announces Cash Tender Offer and Consent Solicitation for any and all of APX Group, Inc.’s outstanding 6.75% Senior Secured Notes due 2027
In conjunction with the Tender Offer, APX is also soliciting consents (the “Consent Solicitation”) to adopt certain proposed amendments to the indenture governing the Notes to (1) eliminate substantially all of the restrictive covenants and certain affirmative covenants and events of default and related provisions therein (the “Proposed Amendments”) and (2) release all of the collateral securing the Notes (the “Collateral Release”). The Proposed Amendments require the consent of holders of a majority in aggregate principal amount of the outstanding Notes (the “Covenant Requisite Consent”) and the Collateral Release requires the consent of holders of at least 662/3% in aggregate principal amount of the outstanding Notes (the “Collateral Release Requisite Consent,” and together with the Covenant Requisite Consent, the “Requisite Consents”).
The Tender Offer and Consent Solicitation are being made pursuant to the Offer to Purchase and Consent Solicitation Statement, dated
Certain information regarding the Notes and the terms of the Tender Offer is summarized in the table below.
Title of Security |
CUSIP/ISIN Numbers |
Principal
|
UST Reference Security |
Bloomberg Reference Page(1) |
Fixed Spread (bps) |
Early Tender Payment(2)(3) |
6.75% Senior Secured Notes due 2027 |
CUSIP: 00213M AV6 (144A) and U0385P AN6
|
|
2.000% due |
FIT3 |
+50 |
|
(1) The page on Bloomberg from which the dealer managers will quote the bid side price of the
(2) Per
(3) Included in the Total Consideration (as defined below) for Notes tendered and accepted for purchase on or prior to the Early Tender Deadline (as defined below).
The Tender Offer is scheduled to expire at
In addition, APX will pay accrued and unpaid interest on the principal amount of Notes accepted for purchase from the most recent interest payment date on the Notes to, but not including, the applicable Settlement Date (as defined below). Validly tendered Notes may be validly withdrawn at any time prior to the Early Tender Deadline but not thereafter, except as may be required by applicable law.
The Total Consideration payable by APX for the Notes (the “Total Consideration”) will be a price per
The settlement date for the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase is expected to be within three business days following the Early Tender Deadline or as promptly as practicable thereafter, unless extended or earlier terminated (the “Early Settlement Date”). The settlement date for the Notes validly tendered after the Early Tender Deadline but at or prior to the Expiration Time and accepted for purchase is expected to be within three business days following the Expiration Time or as promptly as practicable thereafter, unless extended or earlier terminated (the “Final Settlement Date,” and along with the Early Settlement Date, each a “Settlement Date”).
Assuming receipt of the Requisite Consents, APX, the guarantors party thereto, the trustee and collateral agent expect to execute and deliver a supplemental indenture to the indenture governing the Notes. The supplemental indenture will become effective immediately upon execution but (1) the Proposed Amendments will not become operative until we accept for purchase the Notes satisfying the Requisite Consents in the Tender Offer and (2) the Collateral Release will not become operative until we accept for purchase the Notes satisfying the Collateral Release Requisite Consent in the Tender Offer.
APX’s obligation to purchase Notes in the Tender Offer is conditioned on the satisfaction or waiver of a number of conditions as described in the Offer to Purchase and Consent Solicitation Statement, including the Financing Condition (as defined in the Offer to Purchase and Consent Solicitation Statement). The Tender Offer is not conditioned upon the tender of any minimum principal amount of Notes. In the event of a termination of the Tender Offer, neither the applicable consideration will be paid or become payable to the holders of the Notes, and the Notes tendered pursuant to the Tender Offer will be promptly returned to the tendering holders. APX has the right, in its sole discretion, to not accept any tenders of Notes for any reason and to amend or terminate the Tender Offer at any time. NRG and APX currently do not intend to redeem in the near future any Notes remaining after the settlement of the Tender Offer.
Copies of the Offer to Purchase and Consent Solicitation Statement are available to holders of the Notes from
None of APX, the dealer managers, the Tender and Information Agent, the trustee for the Notes or any of their respective affiliates is making any recommendation as to whether holders should or should not tender any Notes in response to the Tender Offer or expressing any opinion as to whether the terms of the Tender Offer are fair to any holder. Holders of the Notes must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender. Please refer to the Offer to Purchase and Consent Solicitation Statement for a description of the offer terms, conditions, disclaimers and other information applicable to the Tender Offer and Consent Solicitation.
This press release does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The Tender Offer is being made solely by means of the Offer to Purchase and Consent Solicitation Statement. APX is making the Tender Offer only in those jurisdictions where it is legal to do so. The Tender Offer is not being made to holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
About NRG
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to certain risks, uncertainties and assumptions and typically can be identified by the use of words such as “expect,” “estimate,” “should,” “anticipate,” “forecast,” “plan,” “guidance,” “outlook,” “believe” and similar terms. Although NRG believes that the expectations are reasonable, it can give no assurance that these expectations will prove to be correct, and actual results may vary materially.
NRG undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The foregoing review of factors that could cause NRG’s actual results to differ materially from those contemplated in the forward-looking statements included in this news release should be considered in connection with information regarding risks and uncertainties that may affect NRG’s future results included in NRG’s filings with the
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