Item 2.01. Completion of Acquisition or Disposition of Assets
Pursuant to the terms of that certain Purchase Agreement (the "Purchase
Agreement"), dated as of July 24, 2020, by and among NRG Energy, Inc. (the
"Company"), Centrica plc ("Parent"), Centrica Beta Holdings Limited, Centrica
Gamma Holdings Limited, Centrica US Holdings Inc., (the "Transferred US
Entity"), and Direct Energy Marketing Limited (the "Transferred Canadian
Entity"), on January 5, 2021 the Company completed the acquisition of Parent's
North American energy supply, services and trading business, Direct Energy (the
"Business"), through the acquisition of all of the issued and outstanding common
shares of the Transferred US Entity and all of the issued and outstanding common
shares of the Transferred Canadian Entity for an aggregate consideration of
$3.625 billion in cash, subject to certain adjustments set forth in the Purchase
Agreement.
This description of the Purchase Agreement is qualified in its entirety by
reference to the complete text of the Purchase Agreement, which was attached as
Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 30, 2020, which is incorporated
herein by reference.
Item 7.01. Regulation FD Disclosure
On January 5, 2021, the Company issued a Press Release announcing, among other
things, completion of the acquisition of the Business, which is attached as
Exhibit 99.1, and incorporated into this Item 7.01 by reference. The information
furnished in Item 7.01 and Exhibit 99.1 is not deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), is not subject to the liabilities of that section and is not deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired and (b) Pro Forma Financial
Information
The financial information required by Item 9.01(a) and (b) of Current Report on
Form 8-K was attached as Exhibits 99.1 , 99.2 and 99.3 to the Company's
Current Report on Form 8-K filed with the Securities and Exchange Commission on
November 13, 2020, which is incorporated herein by reference.
(d) Exhibits:
Exhibit
No. Description
99.1* Press Release, dated January 5, 2021 issued by NRG Energy, Inc.
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