What is the LSP Acquisition and what assets does it include?

NRG and certain subsidiaries agreed on May 12, 2025 to acquire the equity interests of Lightning Power, LLC, Linebacker Power Holdings, LLC, CCS Intermediate HoldCo, LLC and Jack County Power Development, LLC from affiliates of LS Power. The portfolio includes approximately 13 GW of natural gas-fired generation and a commercial and industrial virtual power plant platform with approximately 6 GW of capacity.

How is NRG financing the acquisition?

NRG is conducting concurrent offerings of senior secured first lien notes due 2030 and 2035 and senior unsecured notes due 2034 and 2036. Per the press release, part of the net proceeds will partly fund the cash portion of the purchase price. The pro forma information assumes about $4.4 billion of new notes and a $2.0 billion draw on the revolving credit facility, with cash on hand covering the rest.

What EBITDA contribution does NRG expect from the acquired portfolio?

NRG previously disclosed that it anticipates the LSP Portfolio will contribute approximately $1,600 million to consolidated Adjusted EBITDA. This includes revenue enhancements expected to raise annual run-rate Adjusted EBITDA by approximately $800 million, derived mainly from higher capacity prices and energy rates, with full run-rate achieved within 18 months of closing. The filing cautions that these levels are not guaranteed.

What are the Texas Energy Fund loans mentioned in the filing?

NRG entered into a $216 million loan agreement with the PUCT on July 31, 2025 for development at the T.H. Wharton facility, with $176 million disbursed since then. It anticipates a $562 million loan for the Cedar Bayou facility in September 2025, with a $200 million initial disbursement expected that month. Both carry a 3.000% fixed rate and mature in 2045.

Will the notes be registered or publicly offered?

No. The notes are being offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. The notes have not been registered under the Securities Act, and NRG does not intend to file a registration statement for their resale.

NRG 8-K: Regulation FD — Sep 24, 2025

01—Abstract

Summary

Summary of the 8-K filed September 24, 2025. Cited figures are marked; the original filing is the authoritative source.

On September 24, 2025, NRG Energy, Inc. disclosed under Item 7.01 that it is conducting concurrent offerings of senior secured first lien notes (due 2030 and 2035) and senior unsecured notes (due 2034 and 2036), made under Rule 144A and Regulation S, to help fund the previously announced LSP Acquisition.

The acquisition, agreed May 12, 2025, covers approximately 13 GW of natural gas-fired generation and a commercial and industrial virtual power plant platform with approximately 6 GW of capacity, acquired from affiliates of LS Power. The Company previously disclosed that the LSP Portfolio is expected to contribute approximately $1,600 million^a to consolidated Adjusted EBITDA, including revenue enhancements that the Company expects to increase annual run-rate Adjusted EBITDA by approximately $800 million, to be achieved within 18 months of closing. The filing notes there is no guarantee these levels will be achieved.

The filing also covers Texas Energy Fund financing. A $216 million^b First TEF loan from the PUCT, dated July 31, 2025, supports the T.H. Wharton facility and carries a 3.000% fixed rate maturing July 31, 2045, with $176 million disbursed since July 2025.

NRG anticipates a $562 million^c Second TEF loan in September 2025 for Cedar Bayou, with a $200 million initial disbursement expected that month. Per the press release, NRG intends to use part of the net proceeds to repay its $500 million 2.000% senior secured first lien notes at maturity on December 2, 2025. The filing provides historical financial statements and pro forma information for the acquired entities as exhibits.

The pro forma combined statements show the transaction's scale. Under the Purchase Agreement, the consideration is 24,250,000 NRG shares plus $6.4 billion^d in cash, and NRG will assume approximately $3.2 billion of debt. The pro forma figures are preliminary and assume permanent financing of about $4.4 billion in notes and a $2.0 billion revolver draw.

02—Key points

Key Highlights

Concurrent offerings of senior secured first lien notes (2030, 2035) and senior unsecured notes (2034, 2036) to partly fund the LSP Acquisition, with the secured offering not conditioned on the unsecured offering.
LSP Portfolio covers approximately 13 GW of natural gas-fired generation and a C&I virtual power plant platform with approximately 6 GW of capacity.
NRG expects the LSP Portfolio to contribute approximately $1,600 million to consolidated Adjusted EBITDA, including about $800 million of run-rate revenue enhancements targeted within 18 months of closing; the filing states there is no guarantee these will be achieved.
Pro forma consideration is 24,250,000 NRG shares plus $6.4 billion in cash, with approximately $3.2 billion of debt assumed.
The $500 million 2.000% senior secured notes maturing December 2, 2025 are to be repaid in full from Secured Notes proceeds.
Texas Energy Fund loans: a $216 million First TEF loan at 3.000% (July 2025, $176 million disbursed) and an anticipated $562 million Second TEF loan at 3.000% for Cedar Bayou in September 2025.
Offerings are made under Rule 144A and Regulation S only, so the notes are not registered under the Securities Act.

03—Questions

Frequently Asked Questions

What is the LSP Acquisition and what assets does it include?
NRG and certain subsidiaries agreed on May 12, 2025 to acquire the equity interests of Lightning Power, LLC, Linebacker Power Holdings, LLC, CCS Intermediate HoldCo, LLC and Jack County Power Development, LLC from affiliates of LS Power. The portfolio includes approximately 13 GW of natural gas-fired generation and a commercial and industrial virtual power plant platform with approximately 6 GW of capacity.
How is NRG financing the acquisition?
NRG is conducting concurrent offerings of senior secured first lien notes due 2030 and 2035 and senior unsecured notes due 2034 and 2036. Per the press release, part of the net proceeds will partly fund the cash portion of the purchase price. The pro forma information assumes about $4.4 billion of new notes and a $2.0 billion draw on the revolving credit facility, with cash on hand covering the rest.
What EBITDA contribution does NRG expect from the acquired portfolio?
NRG previously disclosed that it anticipates the LSP Portfolio will contribute approximately $1,600 million to consolidated Adjusted EBITDA. This includes revenue enhancements expected to raise annual run-rate Adjusted EBITDA by approximately $800 million, derived mainly from higher capacity prices and energy rates, with full run-rate achieved within 18 months of closing. The filing cautions that these levels are not guaranteed.
What are the Texas Energy Fund loans mentioned in the filing?
NRG entered into a $216 million loan agreement with the PUCT on July 31, 2025 for development at the T.H. Wharton facility, with $176 million disbursed since then. It anticipates a $562 million loan for the Cedar Bayou facility in September 2025, with a $200 million initial disbursement expected that month. Both carry a 3.000% fixed rate and mature in 2045.
Will the notes be registered or publicly offered?
No. The notes are being offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. The notes have not been registered under the Securities Act, and NRG does not intend to file a registration statement for their resale.

04—Continue

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