NRG Names Lawrence Coben as Chairman of the
Board;
NRG Forms Business Review Committee; and C.
John Wilder and Barry T. Smitherman to Join NRG Board
NRG Energy, Inc. (NYSE:NRG) (“NRG” or “the Company”) today
announced that it has entered into cooperation agreements with
affiliates of each of Elliott Management Corporation (such
affiliates, “Elliott”) and Bluescape Energy Partners LLC (such
affiliates, “Bluescape”). Funds affiliated with Elliott have
economic exposure to an aggregate of approximately 6.9% of the
Company’s common stock and funds affiliated with Bluescape
beneficially own an aggregate of 2.5% of the Company’s common
stock.
Pursuant to the terms of the cooperation agreements, Howard
Cosgrove and Edward R. Muller have announced their retirement from
the NRG Board of Directors (the “Board”) and have stepped down from
the Board after years of exemplary and dedicated service. Lawrence
Coben, a director of the Company, was named Chairman of the Board
as Cosgrove’s successor. C. John Wilder, Bluescape Energy Partners’
Executive Chairman, and Barry Smitherman, former Chair of the
Public Utility Commission of Texas, have been appointed to the
Board.
In addition, NRG has formed a five-person ad hoc committee of
the Board – the Business Review Committee (the “Committee”). The
Committee will work closely with NRG’s Board, Chief Executive
Officer Mauricio Gutierrez and NRG’s management team to
comprehensively review and make specific recommendations to the
Board in four key areas:
1. Operational and cost excellence initiatives
2. Potential portfolio and/or asset de-consolidations,
dispositions and optimization
3. Capital structure and allocation
4. Broader strategic initiatives
The Committee will be chaired by Wilder and will have four other
members: Smitherman, Gutierrez, Paul Hobby and Anne Schaumburg.
Upon approval by the Board, the charter for the Committee shall
authorize the retention of consultants and advisors. The Committee
plans to expeditiously conduct its review and make any relevant
recommendations to the Board. Subsequently, NRG expects to provide
a comprehensive update to the market as promptly as
practicable.
“Over the past year, NRG has made strides in streamlining our
business, reducing costs, strengthening our balance sheet, selling
non-core assets and exiting unprofitable business lines. We remain
committed to building on that progress and I look forward to the
contributions of our new directors and the new committee as we take
further steps to improve performance and build shareholder value,”
said Gutierrez. “I personally want to express my deep appreciation
to Howard and Ed for their dedicated service to the Company and its
stakeholders.”
“John and Barry bring broad experience across all areas of our
business and we look forward to benefiting from their expertise and
participation in the boardroom. We welcome them to the NRG Board,”
said Coben. “I also want to thank Howard and Ed for their
stewardship through their time on the Board.”
“We have tremendous confidence in Mauricio and his management
team, and I look forward to working together with his team and the
Board on a comprehensive high-performance plan for the benefit of
all NRG stakeholders,” said Wilder. “I believe the Committee is the
ideal way to take a fresh approach and conduct a comprehensive,
fact-based performance assessment. I pledge to my fellow
shareholders that the Business Review Committee will leave no stone
unturned in our review. I believe a focus on a relentless execution
of this plan will have the long-term benefit of furthering NRG as
the preeminent integrated power company.”
“I want to thank Mauricio and his team for the collaborative,
constructive approach they have taken in reaching today’s
agreement,” said Jeff Rosenbaum, Portfolio Manager at Elliott. “We
are confident that the new additions to NRG’s Board and the newly
formed Business Review Committee, tasked with developing and
overseeing the high-performance plan, will lead to tremendous value
creation for all NRG stakeholders. As shareholders, we look forward
to supporting the Board in its work to enable NRG to thrive in any
market environment.”
Pursuant to the cooperation agreements, Elliott and Bluescape
have each agreed to customary standstill, voting, and other
provisions. The full cooperation agreement between NRG and Elliott
and the full cooperation agreement between NRG and Bluescape will
be filed on a Form 8-K with the Securities and Exchange
Commission.
Morgan Stanley & Co. LLC and Goldman, Sachs and Co. are
serving as financial advisors to the Company and Latham &
Watkins is serving as legal counsel.
About Lawrence Coben
Larry Coben has been a director of NRG since December 2003.
During his tenure, he has served as the Chair of several of the
Board’s committees. Over the last 13 years, he has acted as
chairman and chief executive officer for various affiliates of
Tremisis Energy Corporation LLC. He has served on the board of
directors of SAESA (2008-2010), a Chilean utility, Prisma Energy
(2003-2006), the post-bankruptcy filing successor company to Enron,
as well as currently serving on the advisory board of Morgan
Stanley Infrastructure II L.P. Dr. Coben was formerly Chief
Executive Officer of the NYSE-traded Bolivian Power Company, a
managing director of Liberty Power Corp and Liberty Power Latin
America, and a Senior Vice President of Catalyst Energy. Dr. Coben
is also Executive Director of the Sustainable Preservation
Initiative and a Consulting Scholar at the University of
Pennsylvania Museum of Archaeology and Anthropology.
About C. John Wilder
C. John Wilder is the Executive Chairman and a member of
Investment Committees of three investment vehicles: (i) Bluescape
Resources Company; (ii) Parallel Resource Partners; (iii) and
Bluescape Energy Partners. Wilder serves as chairman of the board
and as a director on several portfolio companies. Wilder also
serves as executive chairman and director of EXCO Resources (NYSE:
XCO).
About Barry Smitherman
Barry T. Smitherman is currently an energy industry
consultant and senior advisor, as well as an adjunct professor of
Energy Law at The University of Texas School of Law. Smitherman is
a former partner in an international law firm, a former chairman of
two Texas energy-related state agencies and a former managing
director of an investment bank. He is the only person to ever serve
on both the Public Utility Commission of Texas (PUCT) and the
Railroad Commission of Texas (RRC) and is a recognized authority on
a number of energy topics, including those affecting wholesale
power generation, retail electric providers, regulated electric and
gas utilities, oil and gas operators, coal mining operators, and
pipeline developers.
About NRG
NRG is the leading integrated power company in the U.S., built
on the strength of the nation’s largest and most diverse
competitive electric generation portfolio and leading retail
electricity platform. A Fortune 200 company, NRG creates value
through best in class operations, reliable and efficient electric
generation, and a retail platform serving residential and
commercial businesses. Working with electricity customers, large
and small, we continually innovate, embrace and implement
sustainable solutions for producing and managing energy. We aim to
be pioneers in developing smarter energy choices and delivering
exceptional service as our retail electricity providers serve
almost 3 million residential and commercial customers throughout
the country.
About Elliott
Elliott Management Corporation manages two multi-strategy hedge
funds which combined have approximately $31 billion of assets under
management. Its flagship fund, Elliott Associates, L.P., was
founded in 1977, making it one of the oldest hedge funds under
continuous management. The Elliott funds’ investors include pension
plans, sovereign wealth funds, endowments, foundations,
funds-of-funds, high net worth individuals and families, and
employees of the firm.
About Bluescape
Bluescape, founded in 2007, is a private investment firm focused
on value-oriented investments in the upstream oil and gas and power
industries. Bluescape employs a unique approach and long-term
perspective, helping position companies for growth and value
creation by providing capital and strategic oversight with its
multi-disciplined team of executive-level managers, operators,
strategic consultants, and restructuring advisors.
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NRG Energy, Inc.Media:Marijke Shugrue,
609.524.5262orInvestors:Kevin L. Cole, CFA,
609.524.4526Lindsey Puchyr, 609.524.4527
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