01—Abstract
Summary
Summary of the 8-K filed July 25, 2025. Cited figures are marked; the original filing is the authoritative source.
On July 22, 2025, NRG Energy, Inc., as borrower, with certain subsidiaries as guarantors, entered into the Fifteenth Amendment to its Second Amended and Restated Credit Agreement, dated as of June 30, 2016, with Citicorp North America, Inc. as administrative agent and collateral agent and a group of lenders.
The amendment adds a new $1,000 milliona incremental term loan B facility that is fungible with the company's existing term loan B facility. The incremental term loans bear interest at the company's election either at a fluctuating base rate plus a 0.75% margin, or at Term SOFR (floor of 0.00%) plus a 1.75% margin, for one-, three-, six- or twelve-month interest periods. The facility matures April 16, 2031 and amortizes at 1% per annum in equal quarterly installments, subject to adjustments needed for U.S. federal tax fungibility with the existing term loan B.
The facility is guaranteed by the same subsidiaries that guarantee the revolver and existing term loan B and is secured on a first-lien basis by substantially all assets of the company and those subsidiaries, subject to customary exceptions. It includes customary asset sale mandatory prepayments, reporting covenants, and negative covenants on dividends, investments, indebtedness and other matters. The filing also reports the amendment under Item 2.03 as a direct financial obligation.
02—Key points
Key Highlights
- NRG Energy entered into the Fifteenth Amendment to its Second Amended and Restated Credit Agreement on July 22, 2025.
- A new $1,000 million incremental term loan B facility was added and is fungible with the existing term loan B facility.
- Pricing is either a base rate plus a 0.75% margin or Term SOFR (floor 0.00%) plus a 1.75% margin, at the company's election.
- The incremental term loans mature April 16, 2031 and amortize at 1% per annum in equal quarterly installments.
- The facility is guaranteed by the same subsidiaries as the revolver and existing term loan B and secured on a first-lien basis by substantially all assets.
- The filing includes customary asset sale mandatory prepayments and negative covenants on dividends, investments and indebtedness.
- Citicorp North America, Inc. serves as administrative agent and collateral agent under the amended credit agreement.
03—Questions
Frequently Asked Questions
How much new debt did NRG Energy add through this amendment?
The Fifteenth Amendment adds an incremental term loan B facility in an aggregate principal amount of $1,000 million, fungible with the existing term loan B facility.
What are the interest rate terms on the new term loans?
At the company's election, the loans bear interest either at a fluctuating rate (the highest of the NY Fed rate plus 0.50%, the WSJ Prime Rate, or one-month Term SOFR plus 1.00%) plus a 0.75% margin, or at Term SOFR (not less than 0.00%) for a one-, three-, six- or twelve-month interest period plus a 1.75% margin.
When do the incremental term loans mature and how are they repaid?
The facility has a final maturity date of April 16, 2031 and amortizes at 1% per annum in equal quarterly installments, subject to adjustments to keep it fungible for U.S. federal tax purposes with the existing term loan B.
What collateral and guarantees support the new facility?
It is guaranteed by each subsidiary that guarantees the revolving credit facility and existing term loan B, and is secured on a first-lien basis by substantially all assets of NRG Energy and those subsidiaries, subject to customary exceptions and limitations in the Credit Agreement.
What happens if the company defaults under the facility?
Upon an event of default, the entire outstanding principal, accrued unpaid interest and other amounts may be declared immediately due and payable, subject in certain instances to applicable cure periods.
04—Continue