UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 25 , 2015
NRG Yield, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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001-36002
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46-1777204
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211 Carnegie Center, Princeton, New Jersey 08540
(Address of principal executive offices, including zip code)
(609) 524-4500
(Registrant’s telephone number, including area code)
N/A
(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))
Item 1.01 Entry Into a Material Definitive Agreement.
Supplemental Indenture
On February 25, 2015, NRG Yield Operating LLC (“Yield Operating”), an indirect subsidiary of NRG Yield, Inc., the guarantors currently party to the Indenture (defined below), NYLD Fuel Cell Holdings LLC, NRG Yield RPV Holding LLC and UB Fuel Cell, LLC (together, the “Guaranteeing Subsidiaries”), and Law Debenture Trust Company of New York, as trustee (the “Trustee”), entered into a supplemental indenture (the “Supplemental Indenture”), supplementing the indenture, dated as of August 5, 2014 (as amended or supplemented to the date hereof, the “Indenture”), by and among Yield Operating, the guarantors party thereto and the Trustee, pursuant to which Yield Operating issued $500,000,000 in aggregate principal amount of its 5.375% Senior Notes due 2024 (the “Notes”). Pursuant to the Supplemental Indenture, the Guaranteeing Subsidiaries became guarantors of Yield Operating’s obligations under the Notes.
A copy of the Supplemental Indenture is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein. The description of the material terms of the Supplemental Indenture is qualified in its entirety by reference to such exhibit.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The Exhibit Index attached to this Current Report on Form 8-K is incorporated herein by reference.
SIGNATURES
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.
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NRG Yield, Inc. |
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By: |
/s/ David R. Hill |
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David R. Hill |
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Executive Vice President & General Counsel |
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February 27, 2015 |
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Exhibit 4.1
SUPPLEMENTAL INDENTURE
FOR ADDITIONAL SUBSIDIARY GUARANTEE
SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), dated as of February 25, 2015, among NYLD Fuel Cell Holdings LLC, NRG Yield RPV Holding LLC and UB Fuel Cell, LLC (the “ Guaranteeing Subsidiaries ”), subsidiaries of NRG Yield Operating LLC (or its permitted successor), a Delaware limited liability company (the “ Company ”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Law Debenture Trust Company of New York, as trustee under the Indenture referred to below (the “ Trustee ”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “ Indenture ”), dated as of August 5, 2014 providing for the issuance of 5.375% Senior Notes due 2024 (the “ Notes ”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “ Subsidiary Guarantee ”); and
WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries hereby become parties to the Indenture as Guarantors and as such will have all the rights and be subject to all the Obligations and agreements of Guarantors under the Indenture. The Guaranteeing Subsidiaries hereby agree to provide a full and unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof.
3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.
8. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
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Dated: February 25, 2015 |
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NRG YIELD OPERATING LLC |
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By: |
/s/ G. Gary Garcia |
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Name: |
G. Gary Garcia |
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Title: |
Vice President and Treasurer |
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NRG YIELD LLC |
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By: |
/s/ G. Gary Garcia |
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Name: |
G. Gary Garcia |
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Title: |
Vice President and Treasurer |
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NRG ENERGY CENTER OMAHA HOLDINGS LLC |
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By: |
/s/ Gaëtan Frotté |
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Name: |
Gaëtan Frotté |
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Title: |
Vice President and Treasurer |
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NRG ENERGY CENTER OMAHA LLC |
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By: |
/s/ G. Gary Garcia |
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Name: |
G. Gary Garcia |
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Title: |
Vice President and Treasurer |
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NRG SOUTH TRENT HOLDINGS LLC |
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By: |
/s/ G. Gary Garcia |
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Name: |
G. Gary Garcia |
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Title: |
Treasurer |
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Signature Page to Supplemental Indenture
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NYLD FUEL CELL HOLDINGS LLC |
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By: |
/s/ Gaëtan Frotté |
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Name: |
Gaëtan Frotté |
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Title: |
Vice President and Treasurer |
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NRG YIELD RPV HOLDING LLC |
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By: |
/s/ Gaëtan Frotté |
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Name: |
Gaëtan Frotté |
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Title: |
Vice President and Treasurer |
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UB FUEL CELL, LLC |
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By: |
/s/ Gaëtan Frotté |
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Name: |
Gaëtan Frotté |
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Title: |
Vice President and Treasurer |
Signature Page to Supplemental Indenture
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LAW DEBENTURE TRUST COMPANY OF NEW YORK, |
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as Trustee |
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By: |
/s/ James D. Heaney |
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Name: |
James D. Heaney |
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Title: |
Managing Director |
Signature Page to Supplemental Indenture