NRG Reports Increase, Other Amendments To Credit Agreement

February 15, 2023

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Copyright 2010-21 EnergyChoiceMatters.com
Reporting by Paul Ring • ring@energychoicematters.com

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NRG reported in an 8-K that, "On February 14, 2023 (the 'Sixth Amendment Effective Date'), NRG Energy, Inc. ('NRG'), as borrower, and certain subsidiaries of NRG, as guarantors, entered into the Sixth Amendment to Second Amended and Restated Credit Agreement (the 'Sixth Amendment') with, among others, Citicorp North America, Inc., as administrative agent and as collateral agent, Deutsche Bank Trust Company Americas, as collateral trustee, and certain other lenders and financial institutions, which amended NRG’s Second Amended and Restated Credit Agreement, dated as of June 30, 2016 (as amended, the 'Credit Agreement'), to (i) increase the existing revolving commitments thereunder by $600 million (the 'Incremental Commitment'), (ii) extend the maturity date of a portion of the revolving commitments thereunder to February 14, 2028 and (iii) transition the benchmark rate applicable to revolving loans from LIBOR to SOFR."

NRG stated in an 8-K that, "After giving effect to the Incremental Commitment on the Sixth Amendment Effective Date, NRG has a total of $4.275 billion of revolving commitments under the Credit Agreement. The full amount of the Incremental Commitment was made available to NRG from and after the Sixth Amendment Effective Date but will be reduced by $500 million if the acquisition of Vivint Smart Home, Inc. by NRG pursuant to the previously disclosed Agreement and Plan of Merger, dated as of December 6, 2022 (the 'Acquisition'), is not consummated. A portion of the non-extended revolving commitments will terminate on July 5, 2023, with the remaining portion thereof terminating on May 28, 2024, in each case, unless otherwise extended."

NRG stated in an 8-K that, "In addition, the Sixth Amendment amends the Credit Agreement to (among other things) (i) add a 'grower' component to certain dollar baskets and thresholds based on the total consolidated assets of NRG and its restricted subsidiaries both before and after giving effect to the Acquisition, (ii) increase certain dollar baskets and thresholds to reflect the increased size of NRG and its restricted subsidiaries after giving effect to the Acquisition, (iii) provide for additional dollar baskets for investments in non-guarantors, joint ventures and unrestricted subsidiaries and additional 'ratio' baskets for investments and incremental debt, (iv) remove the consolidated interest coverage ratio financial covenant, (v) modify the leverage ratio financial covenant such that it is only applicable for any period with respect to which the outstanding principal amount of all revolving loans and the stated amount of all issued and outstanding letters of credit (excluding up to $400 million of undrawn letters of credit and cash collateralized or backstopped letters of credit) exceeds 30% of the aggregate amount of all revolving commitments under the Credit Agreement as of the last day of such period; and (vi) make certain other changes to the existing covenants and other provisions of the Credit Agreement for purposes of, among other things, providing additional flexibility to NRG."

NRG stated in an 8-K that, "The foregoing description of the Sixth Amendment and the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sixth Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference."

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