NRG Yield, Inc. (NYSE:NYLD, NYLD.A) (“NRG Yield”) today announced that
it intends to file a registration statement on Form S-3 (the
“Registration Statement”) with the Securities and Exchange Commission
(the “Commission”) on or about May 5, 2016, for the resale of NRG
Yield's Class C common stock, par value $0.01 per share (the
“Registrable Securities”), which may, under certain circumstances, be
issued upon conversion of its outstanding 3.25% Convertible Senior Notes
due 2020 (the “Notes”).
The Notes were originally sold to qualified institutional buyers by
means of a private placement in accordance with Rule 144A under the
Securities Act of 1933, as amended, on June 29, 2015; at the same time a
Registration Rights Agreement (the “Registration Rights Agreement”) was
entered into between NRG Yield and the initial purchasers of the Notes,
which requires the filing of the Registration Statement. NRG Yield will
not receive any of the proceeds from the resale of the Registrable
Securities by the selling securityholders.
Selling securityholders specified in the Registration Statement may,
once the Registration Statement is declared effective, use the
prospectus contained therein to offer and resell the Registrable
Securities covered by the Registration Statement. NRG Yield intends to
file the Registration Statement as an automatic shelf registration
statement in accordance with General Instruction I.D. of Form S-3, and
thus anticipates that the Registration Statement will become effective
upon filing thereof with the Commission (which is expected to occur on
or about May 5, 2016). In accordance with the Registration Rights
Agreement, in order for a beneficial holder of the Registrable
Securities to be named as a selling securityholder and to have its
Registrable Securities included in the Registration Statement, such
holder must complete and send the Selling Securityholder Notice and
Questionnaire, on or before April 21, 2016, to:
Chief Financial Officer
c/o NRG Energy, Inc.
211 Carnegie
Center
Princeton, New Jersey 08540
Phone: (609) 524-4500
Fax:
(609) 524-4589
Email: investor.relations@nrgyield.com
A copy of the questionnaire is contained in the Offering Memorandum for
the Notes, and may be obtained from NRG Yield by contacting the person
listed above.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or other
jurisdiction.
About NRG Yield
NRG Yield owns a diversified portfolio of contracted renewable and
conventional generation and thermal infrastructure assets in the U.S.,
including fossil fuel, solar and wind power generation facilities that
provide the capacity to support more than two million American homes and
businesses. Our thermal infrastructure assets provide steam, hot water
and/or chilled water, and in some instances electricity, to commercial
businesses, universities, hospitals and governmental units in multiple
locations. NRG Yield’s Class C and Class A common stock are traded on
the New York Stock Exchange under the symbols NYLD and NYLD.A,
respectively. Visit nrgyield.com for more information.
Forward-Looking Statements
This communication contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. Forward-looking statements are
subject to certain risks, uncertainties and assumptions and typically
can be identified by the use of words such as “expect,” “estimate,”
“should,” “anticipate,” “forecast,” “plan,” “guidance,” “believe” and
similar terms. Such forward-looking statements include, but are not
limited to, statements about the Company’s future revenues, income,
indebtedness, capital structure, strategy, plans, expectations,
objectives, projected financial performance and/or business results and
other future events, and views of economic and market conditions.
Although NRG Yield, Inc. believes that the expectations are reasonable,
it can give no assurance that these expectations will prove to have been
correct, and actual results may vary materially. Factors that could
cause actual results to differ materially from those contemplated above
include, among others, general economic conditions, hazards customary in
the power industry, weather conditions, competition in wholesale power
markets, the volatility of energy and fuel prices, failure of customers
to perform under contracts, changes in the wholesale power markets,
changes in government regulation of markets and of environmental
emissions, the condition of capital markets generally, our ability to
access capital markets, unanticipated outages at our generation
facilities, adverse results in current and future litigation, failure of
NRG Energy, Inc. to ultimately offer assets to us that have been
identified eligible for acquisition, our ability to consummate future
acquisitions, our ability to enter into new contracts as existing
contracts expire, and our ability to maintain and grow our quarterly
dividends.
NRG Yield undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. The foregoing review of factors that could
cause NRG Yield’s actual results to differ materially from those
contemplated in the forward-looking statements included in this news
release should be considered in connection with information regarding
risks and uncertainties that may affect NRG Yield’s future results
included in NRG Yield’s filings with the Securities and Exchange
Commission at www.sec.gov.
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