Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 7, 2018



(Exact name of Registrant as specified in its charter)


(State or other jurisdiction of incorporation)


(Commission File Number)


(IRS Employer Identification No.)


804 Carnegie Center, Princeton, New Jersey 08540
(Address of principal executive offices, including zip code)


(609) 524-4500
(Registrant’s telephone number, including area code)


(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company     o


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o





Item 1.01.                Entry Into a Material Definitive Agreement.


On May 7, 2018, NRG Energy, Inc. (“NRG”), as borrower, and certain subsidiaries of NRG, as guarantors, entered into the Third Amendment Agreement (the “Third Amendment”) with Citicorp North America, Inc., as administrative agent and as collateral agent (“Citi”), and Bank of America, N.A., as the Tranche A Accepting Lender, which amended NRG’s Second Amended and Restated Credit Agreement, dated as of June 30, 2016 (as amended, the “Amended Credit Agreement”), to, among other things, extend the maturity date of the revolving loans and revolving commitments of the Tranche A Accepting Lender under the Amended Credit Agreement to June 30, 2021.  As a result of the Third Amendment, revolving commitments in an aggregate principal amount of $2,416 million will mature on June 30, 2021, and revolving commitments in an aggregate principal amount of $120 million will mature on July 1, 2018.


The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference


Item 2.03.                Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.


The disclosures under Item 1.01 of this Current Report on Form 8-K are also responsive to Item 2.03 of this report and are incorporated by reference into this Item 2.03.


Item 9.01.                Financial Statements and Exhibits.


(d) Exhibits










Third Amendment Agreement, dated as of May 7, 2018, by and among NRG Energy, Inc., its subsidiaries parties therto, the lenders from time to time parties thereto and Citicorp North America, Inc., as administrative agent and collateral agent.






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



May 7, 2018



NRG Energy, Inc.
















/s/ Brian E. Curci




Brian E. Curci




Corporate Secretary