Issuer Free Writing Prospectus, dated August 23, 2006
Filed pursuant to Rule 433 under the Securities Act of 1933 -
Registration Statement No. 333-130549
NRG ENERGY ANNOUNCES SECONDARY OFFERING OF COMMON STOCK
PRINCETON, NJ; (AUGUST 23, 2006)--NRG Energy, Inc. (NYSE: NRG) today announced
that on August 23, 2006, affiliates of Kohlberg Kravis Roberts & Co. and Texas
Pacific Group (the "Selling Shareholders") sold 4,315,727 shares and 4,107,002
shares, respectively (an aggregate of 8,422,729 shares), of NRG common stock to
Morgan Stanley & Co. Incorporated (the "Underwriter") pursuant to two separate
Underwriting Agreements, each dated August 23, 2006. The sale transactions with
the Selling Shareholders were separately negotiated. The Selling Shareholders
acquired their shares in a private placement as part of the consideration that
NRG paid for the acquisition of Texas Genco LLC on February 2, 2006. After this
sale, the Selling Shareholders will hold no shares of NRG's issued and
outstanding common stock. NRG will not receive any proceeds from the offering by
the Selling Shareholders.
The 8,422,729 shares of NRG common stock purchased by the Underwriter from the
Selling Shareholders are being offered for resale by the Underwriter in an
at-the-market offering in negotiated transactions or otherwise, at market prices
prevailing on the New York Stock Exchange at the time of sale, at prices related
to the prevailing market price or otherwise.
The issuer has filed a registration statement (including a prospectus) with the
SEC for the offering to which this communication relates. Before you invest, you
should read the prospectus in that registration statement and other documents
the issuer has filed with the SEC for more complete information about the issuer
and this offering. You may obtain these documents for free by visiting EDGAR on
the SEC Web site at www.sec.gov. Alternatively, the Company, the underwriter or
any dealer participating in the offering will arrange to send you the prospectus
if you request it by calling toll free at 1-866-718-1649.
ABOUT NRG
NRG Energy, Inc. owns and operates a diverse portfolio of power-generating
facilities, primarily in Texas and the Northeast, South Central and Western
regions of the United States. Its operations include baseload, intermediate,
peaking, and cogeneration facilities, thermal energy production and energy
resource recovery facilities. NRG also has ownership interests in generating
facilities in Australia and Germany.
SAFE HARBOR DISCLOSURE
This news release 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. Such forward-looking statements are subject to certain
risks, uncertainties and assumptions and typically can be identified by the use
of words such as "will," "expect," "estimate," "anticipate," "forecast," "plan,"
"believe" and similar terms. Although NRG believes that its expectations are
reasonable, it can give no assurance that these expectations will prove to have
been correct, and actual results may vary materially. NRG 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'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's future results included in NRG's filings
with the Securities and Exchange Commission at www.sec.gov.
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CONTACTS:
MEDIA: INVESTOR RELATIONS:
Meredith Moore Nahla Azmy
609.524.4522 609.524.4526
Lori Neuman Kevin Kelly
609.524.4525 609.524.4527
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