NRG ENERGY, INC. (NRG): M&A transaction — NRG closes $6.4B cash+stock+debt deal for 13 GW fleet & CPower from LS Power

NRG ENERGY, INC.

Acquired 18 natural-gas plants (~13 GW) and CPower C&I VPP from LS Power; fleet now ~25 GW.
Consideration: $6.4B cash, 24.25M NRG shares, and assumption of ~$3.2B debt.
Funded with $1.25B secured notes, $3.65B unsecured notes (Oct 2025) and revolver borrowings.
Assumed $1.5B Lightning 7.25% senior secured notes due 2032 and $1.75B term loan (SOFR+2.25%).
Sellers get registration rights; 6-month lock-up on shares; voting trust restricts ownership below 10%.

item 1.01 item 2.01 item 2.03 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

NRG ENERGY, INC. completed an acquisition involving Lightning Power Holdings, LLC, Thunder Generation, LLC, CCS Power Holdings, LLC, Linebacker Power Development Funding, LLC (collectively, the Sellers) for $6.4 billion in cash, 24,250,000 shares of common stock, and assumption of approximately $3.2 billion of debt (closed 2026-01-30).

Action: acquisition
Counterparty: Lightning Power Holdings, LLC, Thunder Generation, LLC, CCS Power Holdings, LLC, Linebacker Power Development Funding, LLC (collectively, the Sellers)
Consideration: $6.4 billion in cash, 24,250,000 shares of common stock, and assumption of approximately $3.2 billion of debt
Closing: 2026-01-30

Exact text from the filing

became indirect, wholly-owned subsidiaries of the Company. Subject to the terms and conditions of the Purchase Agreement, the purchase price for the Transaction consisted of (i) $6.4 billion in cash, subject to certain adjustments set forth in the Purchase Agreement (the “Cash Consideration”), (ii) an aggregate of 24,250,000 shares of common stock of the Company, par

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

NRG ENERGY, INC. entered into Registration Rights Agreement with the Sellers.

Action: entry
Counterparty: the Sellers

Exact text from the filing

On the Closing Date, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Sellers, who received Stock Consideration (as defined below) in the Transaction

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NRG ENERGY, INC. filing history →

Source: SEC EDGAR

accession 0001104659-26-008567

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