Item 8.01 Other Events.
On February 20, 2009, NRG Common Stock Finance I LLC ("CSF I") and NRG Common
Stock Finance II LLC ("CSF II" and together with CSF I, "CSF I and II"),
wholly-owned subsidiaries of NRG Energy, Inc. (the "Company") entered into Share
Lending Agreements with affiliates of Credit Suisse relating to the shares of
NRG common stock currently held by CSF I and II in connection with the
previously executed Note Purchase Agreement and Preferred Interest Agreements,
by and between CSF I and II and affiliates of Credit Suisse (the "Financing
Arrangements"). Due to the current lack of liquidity in the stock borrow market
for NRG shares and in order to maintain the intended economic benefits of the
Financing Arrangements, CSF I and II have lent affiliates of Credit Suisse
8,500,000 shares of the 21,970,903 shares of NRG common stock currently held by
CSF I and II. The Share Lending Agreements permit affiliates of Credit Suisse to
borrow up to the total number of shares of NRG Common Stock held by affiliates
CSF I and II. Shares borrowed by affiliates of Credit Suisse under the Share
Lending Agreements will be used to replace shares borrowed by affiliates of
Credit Suisse from third parties in connection with Credit Suisse's hedging
activities related to the Financing Arrangements. The shares are expected to be
returned upon the termination of the Financing Arrangements. Until the shares
are returned, the shares will be treated as outstanding for corporate law
purposes, but will not be added to the Company's fully diluted share count for
financial reporting purposes.
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