UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 22)
NRG Energy, Inc.
(Name of Subject Company)
NRG Energy, Inc.
(Name of Person Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
629377508
(CUSIP Number of Class of Securities)
Michael R. Bramnick
Senior Vice President and General Counsel
NRG Energy, Inc.
211 Carnegie Center
Princeton, New Jersey 08540
(609) 524-4500
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
Stephen Fraidin
Thomas W. Christopher
Kirkland & Ellis LLP
153 East 53rd Street
New York, New York 10022
(212) 446-4800
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o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
TABLE OF CONTENTS
This
Amendment No. 22 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (as amended from time to time, the Statement) originally filed by NRG Energy, Inc., a Delaware
corporation (NRG), with the Securities and Exchange Commission (the SEC) on November 24, 2008, relating to
the unsolicited offer by Exelon Corporation, a Pennsylvania corporation (Exelon), through its
wholly-owned subsidiary, Exelon Xchange Corporation, a Delaware corporation, to exchange each
outstanding share of common stock of NRG, par value $0.01 per share
(NRG Common Stock), for 0.485
of a share of Exelon common stock, without par value, upon the terms and subject to the conditions
set forth in (1) the Preliminary Prospectus/Offer to Exchange,
originally filed with the SEC on November 12, 2008 (the
Exchange Offer) and (2) the related Letter of Transmittal (which, together with the Exchange
Offer and any amendments or supplements thereto from time to time, collectively constitutes the
Offer). Capitalized terms used but not defined herein have the meanings ascribed to them in the
Statement. Except as specifically noted herein, the information set forth in the Statement remains
unchanged.
Item 4. The Solicitation or Recommendation
The following paragraph is hereby added under the heading Background of the Offer of Item 4. The
Solicitation and Recommendation beginning on page 9 of the Statement:
On February 27, 2009, Steve Winn, President and Chief Executive Officer of Nuclear Innovation North
America LLC (NINA), the nuclear development company jointly owned by NRG (88%) and Toshiba
Corporation (12%), called and left a voicemail message for Thomas ONeill, Vice President of New
Plant Development for Exelon Nuclear, to inform Mr. ONeill that Exelon is invited to participate
in NINAs previously announced process to find a new 20% partner for the South Texas Project (STP 3
and 4) expansion. On March 2, 2009, Mr. ONeill telephoned Mr. Winn in response to the voicemail
message and Mr. Winn informed Mr. ONeill of the NINA sell down process, reiterated the invitation
to Exelon to participate, and offered to send him materials, including a confidentiality agreement.
Mr. ONeill responded that he would discuss the matter with other members of Exelon management
before deciding whether Exelon would accept any materials or participate in the process. Mr.
ONeill concluded by saying that he may or may not follow up with Mr. Winn depending on Exelons
decision.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
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NRG ENERGY, INC.
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By: |
/s/ Michael R. Bramnick
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Name: |
Michael R. Bramnick |
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Title: |
Senior Vice President and
General Counsel |
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Dated:
March 3, 2009
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