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SCHEDULE 13D
Under the Securities Exchange Act of 1934
NRG Energy, Inc.
--------------------------------------------------------------------------------
(Name of Company)
Common Stock
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(Title of Class of Securities)
629377508
--------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
SOLUS ALTERNATIVE ASSET MANAGEMENT LP
Attn: Joseph Lonetto
430 Park Avenue, 9th Floor
New York, New York 10022
212-284-4300
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 30, 2009
--------------------------------------------------------------------------------
(Date of Event which Requires
Filing of this Schedule)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [X]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 629377508 SCHEDULE 13D
SCHEDULE 13D
----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Solus Alternative Asset Management LP
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
----------- --------------------------------------------------------------------
3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF (See Item 3)
----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF --------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 14,025,000 (See Item 5)
EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
14,025,000 (See Item 5)
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
14,025,000 (See Item 5)
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
6.0%
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA
----------- --------------------------------------------------------------------
CUSIP No. 629377508 SCHEDULE 13D
SCHEDULE 13D
----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Solus GP LLC
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
----------- --------------------------------------------------------------------
3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF (See Item 3)
----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF --------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 14,025,000 (See Item 5)
EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
14,025,000 (See Item 5)
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
14,025,000 (See Item 5)
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
6.0%
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
----------- --------------------------------------------------------------------
CUSIP No. 629377508 SCHEDULE 13D
SCHEDULE 13D
----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Christopher Pucillo
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
----------- --------------------------------------------------------------------
3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF (See Item 3)
----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF --------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 14,025,000 (See Item 5)
EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
14,025,000 (See Item 5)
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
14,025,000 (See Item 5)
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(see Item 5)
6.0%
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
----------- --------------------------------------------------------------------
CUSIP No. 629377508 SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the shares of common stock,
par value $0.01 per share (the "Common Stock") of NRG Energy, Inc., a Delaware
corporation (the "Company"). Unless the context otherwise requires, references
herein to the "Shares" are to the Common Stock of the Company. The Company's
principal executive office is located at 211 Carnegie Center, Princeton, New
Jersey 08540.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is being filed by (i) Solus Alternative Asset
Management LP ("Solus"), as investment manager to Sola Ltd ("Sola") and Solus
Core Opportunities Master Fund Ltd ("Core"), each of which is a Cayman Islands
exempted company and each of which directly owns shares of Common Stock, and
(ii) Solus GP LLC, as the general partner of Solus ("Solus GP"), and (iii)
Christopher Pucillo, as the managing member of Solus GP (the "Principal").
Solus, Solus GP and the Principal are hereinafter referred to as the
"Reporting Persons." Any disclosures herein with respect to persons other than
the Reporting Persons are made on information and belief after making inquiry to
the appropriate party.
The Reporting Persons are making this single, joint filing because they
may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of
the Act. The agreement among the Reporting Persons to file jointly (the "Joint
Filing Agreement") is attached hereto as Exhibit A.
(b) The address of the principal business office of the Reporting
Persons is 430 Park Avenue, New York, New York 10022.
(c) The Reporting Persons are primarily engaged in the business of
investing in securities.
(d) None of the Reporting Persons nor any of the Reporting Persons'
executive officers or members has, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons nor any of the Reporting Persons'
executive officers or members has, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Solus is a limited partnership organized under the laws of the
State of Delaware. Solus GP is a limited liability company organized under the
laws of the State of Delaware. The Principal is a citizen of the United States
of America.
CUSIP No. 629377508 SCHEDULE 13D
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate purchase price for the 14,025,000 Shares was
approximately $417,425,008. The Reporting Persons do not directly own any
Shares. The funds for the purchase the Shares reported in this Schedule 13D were
derived from margin account borrowings made in the ordinary course of business.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons initially reported this investment on a Schedule
13G filed on February 14, 2008. The Reporting Persons initially acquired the
Shares for investment in the ordinary course of business because they believed
the Shares presented an attractive investment opportunity. The Reporting Persons
decided to file this Schedule 13D to express support for the determination by
the board of directors of the Company (the "Board") that the tender offer made
by Exelon Corporation and Exelon Xchange Corporation (the "Tender Offer") is
inadequate.
On January 30, 2009, the Reporting Persons sent a letter (the "Letter")
to the Company expressing their support for the determination by the Board that
the Tender Offer is inadequate and to urge the Board to evaluate the Tender
Offer on its merits and in light of the expected long-term value of the
Company's business. The Reporting Persons or their representatives may engage in
future discussions with management, the Board, other stockholders of the Company
and other relevant parties regarding the matters contained in the Letter, or any
other matters of interest to the Company's stockholders. A copy of the Letter is
attached hereto as Exhibit B and is incorporated herein by reference.
Except as set forth herein or as would occur upon completion of any of
the actions discussed herein, the Reporting Persons do not have any present plan
or proposal that would relate to, or result in, any of the matters set forth in
subparagraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting Persons intend
to review their investment in the Company on a continuing basis and may engage
in discussions with management, the Board, other stockholders of the Company and
other relevant parties concerning the business, operations, management, strategy
and future plans of the Company. Depending on various factors including, without
limitation, the Company's financial position and strategic direction, the
outcome of any discussions and actions referenced above, actions taken by the
Board, price levels of the Common Stock, other investment opportunities
available to the Reporting Persons, conditions in the securities market and
general economic and industry conditions, the Reporting Persons may in the
future take such actions with respect to their investment in the Company as they
deem appropriate including, without limitation, purchasing additional shares of
Common Stock, selling some or all of their Shares, engaging in short selling of
or any hedging or similar transactions with respect to the Shares and/or
otherwise changing their intention with respect to any and all matters referred
in Item 4 of Schedule 13D.
CUSIP No. 629377508 SCHEDULE 13D
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) Sola directly owns 13,525,000 shares of Common Stock. Core directly
owns 500,000 shares of Common Stock. Sola and Core directly own a total of
14,025,000 of the Shares, representing approximately 6.0% of the Company's
outstanding Common Stock (based upon the 233,047,222 Shares stated to be
outstanding by the Company as of October 23, 2008 in the Company's Form 10-Q for
the quarterly period ended September 30, 2008, filed with the Securities and
Exchange Commission on October 30, 2008). The Reporting Persons have been
delegated voting and dispositive authority over the securities directly owned by
Sola and Core. The Reporting Persons do not directly own any shares of Common
Stock. The Reporting Persons expressly disclaim beneficial ownership of any
Common Stock.
(b) The Reporting Persons have shared voting power with respect to
14,025,000 Shares. The Reporting Persons expressly disclaim beneficial ownership
of Common Stock.
(c) Information concerning transactions in the Shares effected by the
Reporting Persons during the past sixty days is set forth on Exhibit C hereto.
All of the transactions in Shares listed hereto were effected in open market
purchases on the New York Stock Exchange through various brokerage entities.
(d) No person (other than the Reporting Persons and their managed
entities) is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE COMPANY.
The Reporting Persons do not have any contract, arrangement,
understanding or relationship with any person with respect to securities of the
Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Joint Filing Agreement dated February 3, 2009, signed by
each of the Reporting Persons in order to confirm that this statement is being
filed on behalf of each of the Reporting Persons.
Exhibit B - Letter to the Board, dated January 30, 2009, signed by the
Principal on behalf of Sola and Core.
Exhibit C - Transactions in the Company's Common Stock during the last
60 days.
CUSIP No. 629377508 SCHEDULE 13D
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
DATED: February 3, 2009
By: /s/ Christopher Pucillo
-----------------------
Christopher Pucillo
individually and as managing member of
Solus GP LLC,
for itself and as the general partner of
Solus Alternative Asset Management LP
CUSIP No. 629377508 SCHEDULE 13D
EXHIBIT A
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(K)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D, is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D, shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
DATED: February 3, 2009
By: /s/ Christopher Pucillo
-----------------------
Christopher Pucillo
individually and as managing member of
Solus GP LLC,
for itself and as the general partner of
Solus Alternative Asset Management LP
CUSIP No. 629377508 SCHEDULE 13D
EXHIBIT B
LETTER TO THE BOARD
SOLUS
ALTERNATIVE ASSET MANAGEMENT
January 29, 2009
Howard Cosgrove
Chairman, Board of Directors
NRG Energy, Inc.
211 Carnegie Center
Princeton, New Jersey 08540
Dear Mr. Cosgrove:
As you may know, Solus Alternative Asset Management LP is
investment adviser to Sola Ltd and Solus Core Opportunities Master Fund Ltd, two
funds that are longstanding stockholders of NRG Energy, Inc. Like all NRG
shareholders, we have a vital interest in assuring that NRG's board of directors
(the "Board") responds appropriately to the unsolicited exchange offer being
made by Exelon Corporation ("Exelon"). After careful consideration, we
unconditionally agree with the Board's view that Exelon's offer in its current
form is inadequate because it is highly conditional and significantly
undervalues NRG.
We are particularly concerned about Exelon's recent press release
claiming that the tender of 45.6% of NRG's stock in response to the exchange
offer "speaks powerfully to the merits of [its] proposed transaction . . . ." We
understand that a significant number of NRG stockholders also have substantial
holdings of Exelon - a matter not mentioned in Exelon's release. To the extent
that NRG holders who have tendered into the current offer have more invested in
Exelon, their decision to tender may well represent a judgment that the offer is
favorable to EXELON rather than NRG.
The Board should evaluate the exchange offer on its merits and in
light of the expected long-term value of NRG's business, rather than on the
basis of self-interested arguments concerning the significance of stockholder
reaction to the current offer. As I am sure you know, under Delaware law, the
NRG Board must act in the interests of ALL NRG stockholders but may take into
account the fact that some stockholders have goals that conflict with the
interests of other stockholders. SEE UNOCAL v. MESA, 493 A.2d 946, 955 (Del.
1985) (a board of directors in responding to a takeover bid may consider another
person's stock ownership; board's duty is to protect "the corporation and its
owners from perceived harm whether a threat originates from third parties or
other shareholders.")
------------------------------------------------------------------------------------------
Solus Alternative Asset Management LP
430 Park Avenue, New York, NY 10022 | tel 212-284-4300 fax 212-284-4320 | www.soluslp.com
------------------------------------------------------------------------------------------
We urge the Board to continue to seek to maximize stockholder
value and protect the interests of all NRG stockholders.
Sincerely yours,
/s/ Christopher Pucillo
---------------------------
Christopher Pucillo,
President and Chief Investment Officer of
Solus Alternative Asset Management LP
Solus Alternative Asset Management
------------------------------------------------------------------------------------------
430 Park Avenue, New York, NY 10022 | tel 212-284-4300 fax 212-284-4320 | www.soluslp.com
------------------------------------------------------------------------------------------
CUSIP No. 629377508 SCHEDULE 13D
EXHIBIT C
TRANSACTIONS IN THE COMPANY'S COMMON STOCK DURING THE LAST 60 DAYS
Transactions effected by Sola:
Date of Transaction Shares Purchased (Sold) Price per Share ($)
11/21/2008 NRG Energy Common Shares 17.0329
(Purchased)
11/21/2008 NRG Energy Common Shares 18.9464
(Purchased)
12/18/2008 NRG Energy Common Shares 22.2
(Purchased)
12/18/2008 NRG Energy Common Shares 22.2
(Purchased)
1/16/2009 NRG Energy Common Shares 23.3393
(Purchased)
1/16/2009 NRG Energy Common Shares 23.9065
(Sold)