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Elliott Seeks To Purchase Up To 20% Of NRG Common Stock
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Elliott
Associates, L.P. ('EALP'), Elliott International, L.P. ('EILP') and The Liverpool Limited
Partnership ('Liverpool' and, together with EALP and EILP, the 'Elliott Applicants') filed at FERC for approval to purchase, directly or indirectly through subsidiaries, in
market transactions, up to twenty percent (20%) of NRG Energy, Inc.’s ('NRG') common stock
(the 'Transaction').
Elliott Investment Management L.P. ('EIM') is the investment manager of each of the
Elliott Applicants.
As previously reported, Elliott Investment Management is seeking changes in the strategic direction of NRG, including calling for a new CEO (see prior story here)
As of the close of business on July 19, 2023, the Elliott Applicants and their
affiliates owned, in the aggregate, two and thirty-six hundredths percent (2.36%) of the common
stock of NRG.
Pursuant to the Transaction for which
FERC approval was requested, the Elliott Applicants would acquire, directly or
indirectly, additional common stock of NRG such that the Elliott Applicants would directly or
indirectly own a cumulative ten percent (10%) or more, and up to a maximum of a cumulative
twenty percent (20%), of NRG’s common stock. NRG’s common voting stock is publicly traded
on the New York Stock Exchange.
The Elliott Applicants would acquire the additional ownership
interests in NRG by acquiring, directly or indirectly through subsidiaries, common voting stock
from other stockholders in market transactions. Accordingly, the Transaction for which approval
is requested would result in the Elliott Applicants increasing their aggregate direct or indirect
ownership of NRG’s common stock from the current two and thirty-six hundredths percent
(2.36%) up to a maximum of twenty percent (20%).
"Following the acquisition of additional NRG
common stock pursuant to the Transaction, depending on certain factors, including but not limited
to NRG’s financial and operational performance, the Elliott Applicants may exercise their rights
as voting stockholders of NRG under NRG’s bylaws and Delaware law," the Elliott Applicants said in a FERC filing
Purchases by the Elliott Applicants of the common stock of NRG that trigger the
notification requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the 'HSR Act'), would be subject to the HSR Act notification requirements. On June
6, 2023, the Elliott Applicants filed Notification and Report Forms under the HSR Act with the
FTC to acquire up to a total of approximately $1,500,000,000 of NRG common stock
(representing, as of such date, approximately nineteen and seven tenths percent (19.7%) of the
then-outstanding NRG common stock). The waiting period under the HSR Act with respect to
such transactions expired on July 6, 2023. No other regulatory approvals are required to complete
the Transaction, the Elliott Applicants said in a FERC filing
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July 24, 2023
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Copyright 2010-23 EnergyChoiceMatters.com
Reporting by Paul Ring • ring@energychoicematters.com
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