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NRG > SEC Filings for NRG > Form 8-K on 7-May-2009All Recent SEC Filings

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Form 8-K for NRG ENERGY, INC.


7-May-2009

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01 Entry Into a Material Definitive Agreements
Effective May 1, 2009, NRG Retail LLC ("NRG Retail") a wholly owned subsidiary of NRG Energy, Inc. ("NRG"), completed its $287.5 million acquisition of the membership interests of the Texas electric retail business operations ("Reliant Retail") of RRI Energy, Inc. (formerly known as Reliant Energy, Inc., "RRI"), pursuant to the terms of the LLC Membership Interest Purchase Agreement between RRI and NRG Retail, dated February 28, 2009 (previously filed as Exhibit 10.1 to NRG's Quarterly Report on Form 10-Q for the quarter ended March 31, 2009) (the "Purchase Agreement"). The press release announcing the transaction is filed as Exhibit 99.1 to the Current Report and incorporated herein by reference.
As part of the purchase of Reliant Retail:
• Reliant Energy Power Supply, LLC ("REPS"), along with RERH Holdings, LLC, Reliant Energy Retail Holdings, LLC, Reliant Energy Retail Services, LLC, and RE Retail Receivables, LLC (each such limited liability company, a wholly-owned subsidiary of NRG), entered into an amendment and restatement of Reliant Retail's existing credit sleeve and reimbursement agreement (the "Credit Sleeve Agreement") with Merrill Lynch Commodities, Inc. ('ML Commodities") and Merrill Lynch & Co., Inc. ("ML" and, together with ML Commodities, "Merrill Lynch"). In accordance with the Credit Sleeve Agreement, Merrill Lynch has agreed to provide, on behalf of REPS, guarantees and the posting of collateral to counterparties in existing and certain future supply and hedging transactions. The credit sleeve arrangement is limited to a term of 18 months. The obligations of REPS under the Credit Sleeve Agreement are secured by first liens on (1) substantially all of the assets of REPS and its subsidiaries as well as (2) substantially all of the assets of each of RERH Holdings, LLC, Reliant Energy Retail Holdings, LLC, Reliant Energy Retail Services, LLC and RE Retail Receivables, LLC. The obligations of REPS under the Credit Sleeve Agreement are non-recourse to NRG and its other non-pledgor subsidiaries.

• NRG, Reliant Energy Retail Holdings, LLC ("RERH"), NRG Retail LLC and RERH Holdings, LLC (each such limited liability company, a wholly-owned subsidiary of NRG) entered into a contingent contribution agreement with Merrill Lynch Commodities, Inc. (the "Contribution Agreement") which obligated NRG to make a capital contribution of $200,000,000 cash to RERH on the closing date and requires NRG to make additional specified cash capital contributions in six months and/or 18 months if the Merrill Lynch entities' exposure under the Credit Sleeve Agreement exceeds certain identified levels.

The descriptions of the Credit Sleeve Agreement and the Contribution Agreement are qualified in their entirety by reference to such exhibits, set forth in Item 9.01(d) below.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant The information set forth under Item 1.01 is incorporated herein by reference.


Table of Contents



Item 9.01 Financial Statements and Exhibits
(d) Exhibits

Exhibit Number      Description

    10.1A           Amended and Restated Credit Sleeve and Reimbursement Agreement,
                    dated May 1, 2009, among Reliant Energy Power Supply, LLC, RERH
                    Holdings, LLC, Reliant Energy Retail Holdings, LLC, Reliant
                    Energy Retail Services, LLC, RE Retail Receivables, LLC, Merrill
                    Lynch Commodities, Inc. and Merrill Lynch & Co., Inc.

    10.1B           Schedules and Exhibits to the Amended and Restated Credit Sleeve
                    and Reimbursement Agreement, dated May 1, 2009 (Portions of this
                    Exhibit have been omitted pursuant to a request for confidential
                    treatment).

     10.2           Contingent Contribution Agreement, dated May 1, 2009, among NRG
                    Energy, Inc., NRG Retail LLC, RERH Holdings, LLC, Reliant Energy
                    Retail Holdings, LLC and Merrill Lynch Commodities, Inc..

     99.1           Press Release dated May 1, 2009.


Table of Contents

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