425
Filed by NRG Energy, Inc. pursuant to
Rule 425 of the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: NRG Energy, Inc.
Commission File No.: 001-15891
On May 27, 2009, David Crane, President and Chief Executive Officer of NRG Energy, Inc. presented
at the 2009 Deutsche Bank Energy, Utilities & Power Conference.
The slides used during the presentation and a transcript of the
presentation are provided below.
Exelon Offer for NRG:
Deutsche Bank
May 27, 2009
Then -- Low Value / High Risk
Now -- Lower Value / Higher Risk
|
Safe Harbor Statement
Important Information
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of proxy of any
stockholder of NRG Energy, Inc. ("NRG"). NRG filed a preliminary proxy statement on Schedule 14A with the Securities and Exchange
Commission (the "SEC") on April 2, 2009 in connection with its 2009 Annual Meeting of Stockholders (the "2009 Annual Meeting"). Prior to
the 2009 Annual Meeting, NRG will furnish a definitive proxy statement to its stockholders, together with a WHITE proxy card. INVESTORS
AND STOCKHOLDERS OF NRG ARE URGED TO READ THE PROXY STATEMENT FOR THE 2009 ANNUAL MEETING IN ITS ENTIRETY BECAUSE IT
CONTAINS IMPORTANT INFORMATION.
In response to the exchange offer proposed by Exelon Corporation referred to in this news release, NRG has filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9. STOCKHOLDERS OF NRG ARE ADVISED TO READ NRG'S
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 IN ITS ENTIRETY BECAUSE IT CONTAINS IMPORTANT INFORMATION.
Investors and stockholders will be able to obtain free copies of NRG's preliminary proxy statement, the Solicitation/Recommendation
Statement on Schedule 14D-9, any amendments or supplements to the proxy statement and/or the Schedule 14D-9, any other documents
filed by NRG in connection with the 2009 Annual Meeting and/or the exchange offer by Exelon Corporation, and other documents filed with
the SEC by NRG at the SEC's website at www.sec.gov. Free copies of the definitive proxy statement, the Solicitation/Recommendation
Statement on Schedule 14D-9, and any amendments and supplements to these documents can also be obtained by directing a request to
Investor Relations Department, NRG Energy, Inc., 211 Carnegie Center, Princeton, New Jersey 08540.
Safe Harbor Disclosure
Certain statements contained herein may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are subject to certain risks, uncertainties and
assumptions, and typically can be identified by the use of words such as "will," "expect," "estimate," "anticipate," "forecast," "plan," "believe"
and similar terms. Although NRG believes that its expectations are reasonable, it can give no assurance that these expectations will prove to
have been correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those
contemplated above include, among others, risks and uncertainties related to the capital markets generally.
NRG undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise, unless required by law. The foregoing review of factors that could cause NRG's actual results to differ materially from those
contemplated in the forward-looking statements included herein should be considered in connection with information regarding risks and
uncertainties that may affect NRG's future results included in NRG's filings with the Securities and Exchange Commission at www.sec.gov.
Statements made in connection with exchange offer are not subject to the safe harbor protections provided to forward-looking statements
under the Private Securities Litigation Reform Act.
|
Exelon-NRG -- Current Status
After three months, Exelon's conditional "exchange offer" process is back with its third
expiration date on June 26, 2009
While the third expiration date will not and can not result in the actual exchange of a
single NRG share into Exelon shares any more than the first or second expiration date
did (due to the very large number of pre-conditions and approvals required - see slide
30), we believe Exelon will interpret the outcome as a barometer of NRG shareholder
sentiment with respect to the merits of its 0.485 fixed exchange ratio offer for NRG
Exelon's response to receiving 51% tender on the second expiration date of its offer
was to:
Not increase its original offer or improve it in any way
Not arrange debt financing
Not provide any reasonable assurance as to credit rating agency reaction to the
proposed combination - or to the amount of equity Exelon may need to issue to
support its credit rating objectives
Not provide any detail or even an outline of a credible business plan or hedging
program suitable for a 48,000 MW - ~250 million MWh/year merchant generation
fleet, with significant collateral/liquidity requirements
Exelon has provided clarification to its medium-term hedge disclosure - with the result
being that the market now understands that Exelon's fleet is much less hedged
volumetrically in 2011-2012 than had been commonly understood
|
On the Other Hand, NRG has...
....Over the past three months:
Succeeded in acquiring the retail electricity business of RRI Energy in a
strategically complementary and significantly value accretive
transaction
Succeeded in contracting for the sale of MIBRAG, our German lignite
business, at significant value
Succeeded in contracting for the acquisition of the 500MW eSolar
development portfolio and progressing the balance of our renewables
development portfolio
Succeeded in the off-balance sheet non-recourse debt financing for our
400MW GenConn projects ($543M), as well as the recourse debt
associated with Dunkirk backend controls ($58M)
Succeeded in becoming one of the four nuclear development projects
advanced by the DOE in the nuclear loan guarantee program, setting
the stage for NRG to be a first mover in the "nuclear renaissance"
EXELON - NRG: THEN AND NOW
|
S&P Risk Factor and the Probability for Equity Issuance:
What it Means for NRG Stockholders
NRG Ownership Exchange Ratio
Exelon's Offer on 10/17 16.9% 0.485x
Effective Offer(2) Adjusted for Scenario of: Effective Offer(2) Adjusted for Scenario of: Effective Offer(2) Adjusted for Scenario of:
$1.0B Exelon Equity Issuance 16.4% 0.469x
$2.0B Exelon Equity Issuance 16.0% 0.454x
3.3%
6.5%
Exelon equity issue would erode the already inadequate offer to NRG stockholders, but it also
raises the question of how Exelon stockholders will react
(2) 10/17 Exchange Ratio Equivalent is equal to the exchange ratio that would give NRG the same ownership %
of the combined company without an equity issuance.
FFO / debt
(1) Assumptions on synergies, transaction costs and refinancing interest rate as per slide 28. No asset sales and
no use of cash on balance sheet to fund transaction.
Value Implications for
NRG stockholders
Exelon assumed 2011 Henry Hub gas price in
November 2008 of $8.15(1) and current NYMEX
2011 forward price of $6.82(2)
2011 FFO Sensitivities
Change in 2011 Henry Hub Gas Price /
Effective 2011 Henry Hub Gas Price ($/mmBtu)
Change in FFO
in 2011 ($ mm)(3)
(1) Source: Exelon 2008 EEI Presentation.
(2) Source: Bloomberg, data as of 4/15/09.
(3) EXC gas sensitivity based on 4/15/09 presentation. NRG gas sensitivity based on 2/12/09
presentation. Tax rate of 39% assumed.
(4) Assumes proforma FFO/Debt level in November 2008 of 25% for EXC+NRG - low end of
EXC's target range. Analysis done to solve for same target FFO/Debt level after adjusting for
the reduced FFO. Assumes interest expense on reduced debt of 10% and tax rate of 39%.
Implied Equity Need to Maintain Target FFO / Debt(4)
$1.0 bn
$2.1 bn
$3.1 bn
NRG Impact
Impact of an Exelon Equity Issuance on Exchange Offer
(1)
($325)
($653)
($979)
|
The Shrinking Exchange Offer
10/19/08 Exelon's original offer 0.485 at $55(1) /ps =
5/22/09 Exelon's offer today 0.485 at $47(2) /ps =
Future Exelon's effective offer 0.454 at $47(2) /ps =
if issues $2 billion of
new equity to fund its
credit rating aspirations
$26/
share
$23/
share
$21/
share
With the prospect of a large equity issue, Exelon needs to increase its offer
by almost 25% simply to get NRG shareholders back to the inadequate
position they were in at the time of the original Exelon offer
(1) Market close price 10/17/08 of $54.50, unadjusted for EXC dividend (2) Market close price 5/22/09 of $46.64, not adjusted for EXC dividend
|
Trading Value
THEN: Exelon in its
own words
NOW
NOW: Should Exelon
choose to update their
statements...
"Assuming that NRG's stock
price maintained its historic
relationship to movement in the
IPP index, NRG stock would
have declined ~16% since
October 17, 2008 in the absence
of the Exelon offer"1
(1) Source from Exelon presentation dated 2/2009 (2) IPP avg. includes CPN, DYN, MIR, RRI (3) Hybrid Index includes AYE, ETR, FPL, FE, PEG, PPL.
"During the same period,
EXC's share price increased
by ~3.4% to $56.38"1
We believe NRG's stock price is being constrained by EXC's offer
....Using EXC stated
methodology of assuming
NRG's stock price maintains
its historic relationship to
the IPP index, NRG share
price would be $23.86 vs.
current $19.02 (25%
higher)
....During the period, EXC
share price decreased by
14.4% to $46.64
3/10: EXC Analyst Day
Avg2: 6.0x
Avg2: 7.2x
Exelon: (14%)
Hybrids3: 3%
CPN
DYN
MIR
RRI
IPP 1 year forward Multiples
4.8x
8.1x
6.8x
4.5x
4.4x
5.2x
9.2x
7.2x
5.6x
6.7x
3/10: EXC Analyst Day
October 17, 2008
May 22, 2009
Hybrid Trading Performance
|
Conclusion...
Exelon should put an equitable (funded) offer on the table which
offers appropriate value to NRG shareholders - or they should
go away as their "coldblooded(1)" and "hardheaded value
basis(1)" is, in fact, hurting the value proposition of both
companies and their respective shareholders
(1) EXC earning conference call on 1/22/09
|
Four Key Investor Factors
|
Four Key Factors
1. Value Equation
Key Questions
Trend Favors
Which company over the last six
months has executed on its plan to
deliver enhanced value to its
shareholders?
2. The Washington Factor
3. Hedging Program
Which company's hedge position
provides greater protection through
the current commodity down-cycle?
4. Allocation of Capital
In an era where capital is expensive and
scarce to everyone, which company is in a
better position to deploy capital in a
manner that enhances shareholder value?
Factors
Will climate and other energy
legislation likely out of Washington,
in aggregate, favor NRG or Exelon?
?
?
?
?
|
Factor 1: Value Equation: Free Cash Flow
THEN: Exelon in its
own words
NOW
"NRG's position [with
respect to Free Cash Flow
dilution] is only for a
single year [2008]"
and... "ignores PECO PPA
roll-off in 2011 and
Exelon carbon uplift"1
Free Cash Flow dilution to NRG shareholders
Implied
Exchange Ratio
2012 2011 2010 2009 2008
East 27 27 30 34 31
West 73 73 70 66 69
Exelon Exchange Offer of 0.485 = Implied Ownership of 17%
34%
30%
66%
70%
1.233x
0.897x
2009E
2012E
27%
27%
2010E
2011E
73%
73%
1.041x
0.902x
1.062x
2008E
31%
69%
(1) Exelon presentation dated 2/09
NRG Response: Pick any year... let's talk about PECO PPA roll-off and carbon...
and just wait until we add the projected contribution of Reliant Energy retail
(2) Source: Sell-side research; (3) FCF defined as Cash from Operations less maintenance CapEx but excluding environmental and growth
CapEx, dividends, and share repurchases; not intended as guidance of expected results.
Percent Contribution of Recurring FCF(2), (3)
|
Factor 1: Value Equation - Analyzing First Key
Exelon "Growth" Driver1
PJM RPM Auction Results ($/MW-day)
Cash Flow uplift from RPM?
NOW
THEN
85%
Exelon Unforced Capacity, UCAP (MW)1 11,400 1,403 8,888 - 21,700
Capacity Revenue, (Unhedged portfolio)
2011 / 2012 $458.8 $56.5 $357.7 - $873.1
2012 / 2013 68.5 68.3 453.3 - 590.1
Projected Change in Gross Margin ($390.4) $11.8 $95.6 - ($282.9)
Exelon Generation Participation within PJM RPM
1 Capacity from Exelon 2009 Investor Conference presentation (pg. 39), adjusted by pool wide EFORd of 6.44% for 2012/2013 and 6.21% for 2011/2012 per PJM auction report
in millions
RTO
|
(1) Exelon February investor presentation, page 9; (2) Energy, capacity and transmission service; (3) Exelon EEI presentation, 11/10/08; (4) Energy and Capacity, excluding transmission
FE's recent auction (5/15/09)
demonstrated lower prices
and lower load serving
margins, far below Wall
Street and prior FE
expectations
FE's stock price closed down
10% on the day the auction
results were announced
Actual auction
results
2009 FE ESP filing(2)
First
Energy
Auction
Factor 1: Value Equation - Analyzing Second
Key Exelon "Growth" Driver(1)
Cash Flow uplift from PECO roll-off?
?
PECO
PPA
ExGen touted uplift in 2011
as legacy PECO contract rolls
off and is replaced by higher
market prices...
....however, FE Auction results
could suggest otherwise
2011+
Then
Now
Current ExGen Contract (4)
Exelon provided "illustrative" guidance on PECO rates increasing to
$107.50/MWH in 2011 based on PPL's auction results(3)
|
Waxman-Markey generally
tracks USCAP Blueprint
To achieve passage, legislation
will need to accommodate coal
state legislators
Impact on Exelon will depend
on state tolerance of EXC's
carbon uplift; Impact on NRG
will depend on our own
success with RepoweringNRG
Climate Change
Federal RES is progressing in
both bodies - independent of
climate change in Senate
Significant potential impact on
baseload coal & nuclear in
Midwest where renewables
penetration has been low1
Less impact in Texas which
already is approaching 20%
renewable
Federal RES
Designed to incent tomorrow's
energy infrastructure, not
yesterday's
Wind, solar, CCS, biomass
NRG has initiatives (and
applications) with respect to
each of those technologies
Stimulus
Advantage NRG
(Significant)
Advantage NRG
(Significant)
Advantage Exelon:
(Moderate - possible)
(1) Credit Suisse Equity Research "Adventure in Power Market Transformation", December 22, 2008
Factor 2: Washington Legislation
Since June 2006, NRG remains at the forefront of legislation and
repositioning its portfolio to benefit from potential outcomes
NRG
View:
|
Factor 2: Washington Legislation - Climate Change
THEN: Exelon in its own words
NOW
If you take a look at Exelon on a standalone and you analyze us on
a standalone from carbon, and you assume that we would get the
full benefit of the potential value, it's about $1 billion for every
$10 of tax, and that's earnings before taxes. Then again, you
take a look at the NRG fleet and you evaluate the dilutive effect of
our standalone on carbon, it's approximately 10%. So you would,
anywhere from 80 to 120 million is the dilution, and that's on a more
conservative approach of not getting - the generators not getting
any allotment. So, although carbon on a standalone could be
slightly dilutive, and that's if you assume we are going to
reap that full benefit as the generator, the dilutive effects are
minimal compared to the value created of those assets.
-- EEI Financial Conference, Nov. 11, 2008, Christopher M. Crane
Little to no downside to NRG and far less accretion for EXC, if Illinois and
Pennsylvania states actually allow EXC to keep upside
W-M allocations keep NRG
net neutral in early years
and RepoweringNRG
creates upside in out-years
EPA modeling suggests
almost 50% lower benefits
to EXC (~$15 prices for
2012 and ~$85 for 2050
under W-M1) than last year
(~$28 in 2012 and ~$157
in 2050 under Lieberman-
Warner2)
(1) The United States Environmental Protection Agency's Preliminary Analysis of the Waxman-Markey Discussion Draft in the 111th Congress, The American
Clean Energy and Security Act of 2009; (2) The United States Environmental Protection Agency's Analysis of Senate Bill S.2191 in the 110th Congress, the
Lieberman-Warner Climate Security Act of 2008
|
Factor 2: Washington Legislation -- Renewables
Both Senate and House are reaching compromises on
Renewable Energy Standards
Key features likely to include up to 20% of all energy
delivered must be met by renewables, with 5% to 8%
achievable by efficiency and "carve outs" for new
nuclear
Federal transmission siting authority also is likely to
emerge
"Future power prices will come under pressure relative to
current expectations as low variable cost renewable
generation is added to the bottom of the supply stack.
"The major surprise in our mind is the hit in MISO
where coal fired generation was poised to be replaced
more frequently by gas fired generation as the
marginal source of electricity; with renewables this
will likely not happen to the magnitude as previously
expected."
"Equally interesting to us is that the outlook for
ERCOT (Texas) is largely unchanged at basically flat
since even with the addition of new renewable
resources, the large installed base of efficient gas
fueled power plants (CCGTs) remains as the marginal
provider of electricity although look for some zonal
price differentiation that favors the South and
Houston over the West and North."
-- CS Equity Analyst, Dan Eggers, December 22,2008
NRG has minimal negative impact and increased growth opportunity while
EXC has potential risk of not realizing anticipated carbon uplift due to regional
renewables penetration
THEN: Exelon in its own words
NOW
"Our Exelon 2020 work says that
the cost of adding all this wind to
society is between $50 and $80
per ton of avoided carbon-
dioxide. This is not a cheaper
way for our customers to deal
with the CO2 problems as
everybody wants to believe it is.
Nonetheless it's very clear that
the politics are with building
wind, we're going to keep seeing
more of it and we are trying very
hard to stay on top of it's effects
and we are certainly trying to
model it in the NRG acquisition.
.... it seems to concern us more
than it concerns NRG but that's
not a helpful comment."
-- Q109 EXC earnings call
|
PJM/MISO Renewable Standards: IL 25% by 2025; PA 20%
by 2020; MN 25% by 2025
Renewable Penetration: PJM and MISO are far from
meeting compliance requirements; serves about 2% of
average demand
Transmission: Green Power Express, $10-12 Bn cost,
received conditional FERC approval; allows access to 12 GW
of wind power
ERCOT Renewable Standards: 5.9 GW by 2015, 10.0 GW by 2025
Renewable Penetration: 8.5 GW current installed capacity already exceeding 2015
RPS requirements, serves approximately 8% of average demand
Transmission: CREZ approved, cost of $5.9 Bn, 14 transmission companies received
PUCT build approval; allows access to up to 18 GW of wind
CREZ
Transmission
HYDRO
SOLAR
OFFSHORE
WIND
Green Power
Express
Transmission
HYDRO
SOLAR
SOLAR
Factor 2: Washington Legislation -- Renewables
Potential RES buildout will impact generation dispatch dynamics, depressing ATC power
prices; this has greatest implications for incumbent generation where the renewable market
penetration, to date, has been minimal
ERCOT already exceeding RES generation requirements; PJM & MISO states
require almost 95 GW of new wind to reach RES requirements
Substantial class 3-5
wind resource in
Great Plains
|
Factor 3: Hedging Programs Compared: NRG vs...
THEN and NOW: Consistent Guidance on Hedge Profile(1)
"We raised power producer NRG Energy's
corporate credit rating reflective of our view
of standalone credit quality... The upgrade is
unusually timed amidst sharply lower gas
prices, but reflects expected strong and
stable cash flows for several years due to
the hedged nature of NRG's fleet, as well as
a recognition that management's superior
execution of its hedge strategy has
allowed NRG distinguished itself in the
independent power producer (IPP) sector.
We see NRG being free-cash-flow positive
for the next several years even under our
conservative merchant price deck."
- S&P press release dated 5/22/09
NRG Baseload Hedge Position(1)
S&P's Commentary
NRG's effective hedge program insulates the Company from the
current commodity down-cycle...
Substantially
hedged in 2011
(1) Portfolio as of 04/09/2009; 2009 values reflect positions from May 09 through December 09 only
|
Factor 3: Exelon
(1) Midpoint of expected generation hedged for each year as disclosed in April 15, 2009 Exelon Generation Hedging
Program presentation
Open Generation
Much less
hedged
volumetrically
2011 onwards
"Mitigating near-term cash flow volatility is a high
level of physical hedges in 2009 and 2010 but this
ratio drops off in future years. Because Exelon's
merger plan proposes deleveraging from free cash
flow sweeps (after capital expenditures and
dividends) any decline in net revenues could affect
debt reduction targets. We note that the
power/commodity forward strips have substantially
declined since Exelon made its offer."
-- S&P press release on Exelon's CreditWatch
negative status, 04/17/09
S&P & Sell Side Commentary
Exelon
"...the prompt year we're 90 to
98% hedged...[in 2010]
upward to a 90% financially
hedged...[in 2011] we're at
the top end of the range
towards an 80% financially
hedge issue."
- Kenneth W. Cornew, Exelon
SVP, Exelon Investor Day
Conference, 03/10/09
THEN: Exelon in its own words
NOW: Current
Hedge Profile(1)
....While Exelon has far more market exposure than previous thought
"Based on the newly disclosed magnitude of
difference between EXC's 2011 financial hedge
profile (high end of a 60% to 80% range, or closer
to 80%) and what we calculate as closer to a 32%
volumetric hedge % for 2011 we believe the
company's long-term earnings growth profile
has eroded too much. As such, we are
downgrading our rating to Hold."
-- Deutsche Bank equity research following EXC
analyst conference: EXC 2011 More Exposed to
Falling Gas, 3/11/09
|
Factor 4: Allocation of Capital
THEN: Exelon in its own words
NOW
NOW
We believe the market will likely discount
NRG's standalone growth prospects
given:
NRG's development model requires
external solutions that as a standalone
company it cannot implement
on its own; and
The potential cost to finance its
development projects and the
availability of capital
-- 2/09 Exelon presentation
NRG raises capital off
strength of assets
GenConn debt
Dunkirk
DOE guaranteed
nuclear debt
Type
Amount
Non-
recourse
Non-
recourse
Recourse
$543M
$58M
$6B(4)
And allocates capital
in a balanced fashion:
Debt repaid ($2.0B)(5)
Share buybacks
($1.9B)(5)
Growth capex
Texas Genco
West Coast Power
Reliant Energy
Retail
Padoma Wind
Long Beach
Cos Cob
Cedar Bayou 4
GenConn
NRG's prudent approach to capital allocation enables us to invest in high value
growth while enabling shareholders to derive greater portion of that growth through
regular share buybacks
Committed to returning Exelon's
senior unsecured debt to strong
investment grade within the next 3
years
Targeting stronger credit metrics for
the combined entity-
25 - 30% FFO/debt
Pay down debt plan will include: NRG
balance sheet cash, asset sale
proceeds, free cash flow
-- 10/29/08 Exelon presentation
Cost to
Finance
6.79%1
2.30%2
4.53%3
(1) Represents L+350bps, with the current 7 year swap rate at 3.29%; (2)
Represents LC backing cost of 2.00% under our revolver, plus current
spread of 30 bps (resets weekly); (3) Represents 30 year treasury + 12.5
bps (4) As per last disclosure dated 3/26/08 for overnight costs - "NRG and
Toshiba" presentation, page 11; (5) Cumulative since 2003
|
Factor 4: Allocation of Capital --
Reliant Retail Valuation
Using an EBITDA multiple of 5x - the ongoing implied equity value
of the Reliant acquisition is $4.50 per share
Purchase Price $288
Working Capital Adjustment 82
Total Purchase Price $370
Gross Margin1 $670
O&M and G&A ~420
Reliant Energy adj. EBITDA2 $250
Adj. EBITDA Run Rate
EBITDA Multiple @ $1,000 $1,250 $1,500
EBITDA Multiple @ 4.0x 5.0x 6.0x
Implied Price Multiple @ $250M EBITDA = 1.5x
Purchase Price
(1) Excludes forward MtM impacts; (2) Average EBITDA over medium-term
|
Four Key Factors
1. Value Equation
Key Questions
Trend Favors
Which company over the last six
months has executed on its plan to
deliver enhanced value to its
shareholders?
2. The Washington Factor
Will climate and other energy
legislation likely out of Washington,
in aggregate, favor NRG or Exelon?
3. Hedging Program
Which company's hedge position
provides greater protection through
the current commodity down-cycle?
4. Allocation of Capital
In an era where capital is expensive and
scarce to everyone, which company is in a
better position to deploy capital in a
manner that enhances shareholder value?
NRG
NRG
NRG
NRG
Factors
, in our view, favor NRG
|
Key Takeaways
Exelon's offer is underwhelming from a price, strategic rationale
and transaction risks perspective
NRG believes in industry consolidation and is a willing buyer or seller at adequate
value
Exelon's offer is at a discount, not a premium, to NRG's fundamental value, and is
highly dilutive to NRG stockholders on a cash basis
Exelon has not presented a compelling strategic rationale for combining the two
companies and does not address combination risks
Transaction contains financing, regulatory and implementation risks for which NRG
stockholders are not compensated
Fundamental drivers in place for NRG to continue to maximize stockholder value
without Exelon
No compelling rationale to alter NRG's Board other than to advance acquisition at
inadequate price
|
"Time to up the Ante: Exelon needs to substantially up its
merger offer for NRG to close the deal..."
-- Angie Storozynski
Macquarie Research Equity, May 26, 2009
|
Washington Legislation - Waxman-Markey
Climate Change Bill (H.R. 2454)
Note: early program price and allocations
Allocation as a Percent of Emissions
Bingaman - Specter
$35
Coal - gas
fuel switching
$7
0%
100%
75%
50%
35%
?
House:
Boucher -
Dingell
Lieberman - Warner
Positions of Key Legislative Policy Proposals
Waxman - Markey
(?)
Successful "mark-up" by House
Energy and Commerce committee
Other committees are on fast
track for approval of basic Energy
and Commerce package
Emissions targets of 2005 base
are 97% by 2012, 83% by 2020,
58% by 2030 and 17% by 2050
Overview
Implementation in 2012
Provides 3.5% of allowances for
merchant coal generators (implies
roughly 40% allocation of NRG coal
plant compliance obligation)
1st stage: 2012 - 2026 allocations
a fixed proportion of cap (slower
decline than Lieberman Warner
allocations)
2nd stage: 2026 - 2030 provides
for steeper, later phase out of
allowances
3rd stage: 2030-forward has no
distribution of allowances
Key Value Terms
Voted out of Energy & Commerce Committee on May 21,
2009; full House of Representative vote by mid-July
If House is successful, Senate most likely to pick up
legislation in 2010 with significant likelihood of passage
Key provisions affecting NRG are relatively stable and
likely to be included in final bill
Support and Timing for Approval
Key Carbon Policy and Design Features-- Key components provide fair
allocation and transition plan
|
Strategic Rationale - Exelon: Caught in a
Rating Agency Vicious Cycle
Exelon seeks to maintain an investment grade rating primarily for the
benefit of its utility business, not for the benefit of its much larger
competitive power generation business
Issue Equity
(to maintain standalone
credit rating)
Exelon
BBB/Baa2
Pay Down Debt
and Increased
Dividend Burden
Exelon/NRG
Proforma Rating
?
Pension & OPEB
and CAPEX
Funding
"There haven't been any
formal conversations with the
ratings agencies on what we
require to do to make the
liquidity metrics or the
metrics overall...There are
many scenarios that you can
put together including some
type of equity issuance."
-C. Crane, Exelon COO
March 10, 2009
Exelon's initial liquidity
appears satisfactory for a
large hybrid utility
Exelon's post-combination
liquidity appears woefully
inadequate for the massive
competitive power
generation company it would
become if it acquired NRG
Issue Equity
and/or sell greater portion of assets
(to achieve proforma combination rating)
Negative
Synergies and
Cash Flows
Stand-alone Risks
-weak markets
-lower contracted position
- lower commodity prices
|
Strategic Rationale- Commercial
Hedging and Collateral Uncertainty
Ratable 5-Year Hedge Strategy:
Applying any hedging strategy to the combined company's portfolio
requires a well thought out and robust collateral support structure
Ratable 3-Year Hedge Strategy:
Exelon has
not provided
their planned
hedging and
collateral
management
strategy for
the combined
portfolio
Illustrative example - Assumptions: Combined Base Load Generation of 200 TWhrs | Hedge Price - Average NYMEX Henry Hub Gas Prices during
the hedging period * Heat Rate 8.0 mmbtu/MWhr | Collateral calculation as of June 30, 2008
Mitigate market risk on earnings and cash flows
for 5-6 year period
Mitigate market risk on earnings and cash
flows for 2-3 year period
Collateral required of $15 billion
Collateral required of $10 billion
Collateral requirements for the combined company will be measured in the
billions during periods of high prices and volatility
Exelon's existing collateral structure and strategy is grossly undersized to
handle hedging needs of the combined portfolio
Source: NRG estimates and market data
Source: NRG estimates, market data, and EXC Conference Call on March 15, 2009
NRG views these as significant risks:
|
Pre-Tax Run Rate Synergies Year 2 +
Annual Cash Impact to Combined Company
in millions
Note: Estimated synergies are midpoint of Exelon's range of $180 - $300mm per year; with one half of synergies realized in Year One, all synergies realized by Year
Two. Transaction Costs, refinancing interest rate of 10% and costs to implement synergies derived from Exelon estimates disclosed in their EEI presentation of
11/11/08. Assumption that additional interest costs apply to $4.7B of refinanced notes and $2.4B of Term B Loans using 4/17/09 3M LIBOR
Pre-Tax Synergy Estimate Year 1
Cash Impact to Combined Company
in millions
$240
($302)
($62)
$120
($654)
($100)
($302)
($936)
Strategic Rationale- Synergies, as Estimated by
EXC, Would be Offset by Transaction Costs
Assuming Exelon eventually obtains the financing needed to close
the transaction, higher interest rates and transaction costs are
likely to more than offset projected G&A synergies
Projected
Synergies
Additional
Interest
Net Pre-Tax
Synergies
Projected
Synergies
Transaction
Cost
Cost to
Implement
Additional
Interest
Net Pre-Tax
Synergies
|
YE 2007 Q1 2008 Q2 2008 Q3 2008 YE 2008 Q1 2009
NRG 247 245 252 225 262
EXC OPEB 2494 2470 2477 2472 6366
Strategic Rationale: Unfunded Pension and OPEB Has
Created a Significant Issue for Exelon, but Not for NRG
- S&P 500
Given further market
deterioration, EXC
Pension liabilities likely
have increased
Post-exchange offer, Exelon has lost significant equity value to increased
pension and OPEB liabilities, while NRG's exposure remains minimal
In millions
Source: Exelon's SEC filings and 3/10/09 Investor Day Conference
Post-exchange offer, pension and OPEB liabilities increased significantly, to the
detriment of all equity holders
Exelon offer
(10/20/08)
Lost Exelon
Equity Value
YE 2005 Q1 2008 Q2 2008 Q3 2008 YE 2008 Q1 2009
S&P 500 1468 1322 1280 1166 903 797
Pension 777 721 694 654 4111
EXC Pension
|
Strategic Rationale - Risk Summary: Exelon Adds
Risk Across the Board
2009 - 2010
2010 - 2011
Distraction
Retention and
recruiting
Economic waste
Opportunity cost
of missed
partnerships and
acquisitions
Financing
Rating
Agencies
Regulatory
Approvals
Integration
Management
Experience
Ratings
Downgrade
Risk
Regulatory
"Claw back"
risk
Normal Business Risk
Operating risk
Commodity risk
Financial risk
The proposed transaction presents near-term implementation and additional ongoing
business risks, for which EXC has disclosed no mitigation plan and has provided no
compensation to NRG stockholders
Contest Risk
Implementation
Risk
Combination
Risk
Ongoing
All
Actively
Managed
and
Largely
Mitigated
Normal
Business Risk
Ongoing
Recessionary
impact on IL
and PA
Nuclear
operating and
decommissioning
risk
Political/
Regulatory risk
^
|
CORPORATE PARTICIPANTS
David Crane
NRG Energy, Inc. President and CEO
PRESENTATION
Unidentified Participant
Good morning. Im (inaudible) from the Deutsche Bank utilities and power equity research team.
We wanted to welcome everybody to 2009 Deutsche Bank Energy Utilities and Power Conference. We are
very pleased to have David Crane, President and Chief Executive Officer of NRG Energy along with
Nahla Azmy, Vice President, Investor Relations, with us this morning.
As most of you know, NRG Energy is one of the largest independent power producers in the United
States with a diverse portfolio of over 24,000 MW of generating capacity. NRG currently has one of
the few active generation development programs in our sector and is highlighted by the companys
2700 MW nuclear expansion project at its STP nuclear facility.
With that, Ill turn it over to David.
David Crane - NRG Energy, Inc. President and CEO
Thank you. Thank you Deutsche Bank for inviting us this morning, for having us here. And good
morning to all of you.
I particularly appreciate your introduction because it talked about all the things that we are
doing as a company, which is the main thing I like to talk about. But today Im actually going to
focus on discussing the Exelon tender offer for NRG.
As you can tell from the cover sheet, the theme then and now, low value/high risk, now lower value
and higher risk. Some people, when I first came up with that title said, well, when is then? Then
is when you pick then to be. Then is either at the time they launched the offer, or the time of the
second exchange offer at the end of February.
The point the theme of todays presentation is going to be that the value proposition in the
Exelon offer is substantially more inadequate today, and Exelon has done nothing, absolutely
nothing, to strengthen their offer over the past six months.
So moving on, and I was reminded right before I started by Nahla that I should at least mention the
Safe Harbor statement and ask you to read it but ask you to do that on your own time, not on my
time.
So anyway, moving on to the current status of the situation. What I really want to talk today is
about how things have changed for both companies in terms of their positioning, their prospects,
and then the threats to each companys business and the opportunities. Again, I really want to
focus on the changes since the second exchange offer expired on February 25. Obviously the reason
that we picked today to talk about this is because now that Exelons third exchange offer, which
expires on June 26, is in the offing.
The other reason to focus on the time since late February, the second exchange offer, is that the
pace of change for both companies has accelerated since early March, in the case of NRG, the pace
of change has accelerated since the announcement of our Reliant Energy retail acquisition on March
2, in the case of Exelon, since Exelons disclosures about their focus or their forward hedge
position, which they made at their analyst day on March 10.
And so starting on this page, what I want to talk about is in fact, as I mentioned in my prelude,
is to what Exelon has been doing, or as we phrased it here, what they have not been doing. This is
important in light of the trends that we are going to talk about.
First of all, they have not increased the original offer, or improved it in any way. They have not
demonstrated committed debt financing, they have not provided any reasonable assurance as to credit
agency reaction to the proposed combination, or and this is an increasing concern, the amount of
equity that they might have to raise in order to support their objectives, and they have not
provided any detail or even an outline of a
credible business plan as how do you hedge a 48,000 MW portfolio that produces almost 250 million
MWh a year? They have provided clarification as to their hedge disclosure, and that has indicated
they are not as hedged volumetrically in the medium term as the market previously had expected.
Now the one point, as I mentioned Im sorry, I think Ive you go backwards yes. Sorry. I
wanted to again contrast that, and obviously favorably in terms of what we have done over the last
three months.
Like I say, Ill talk more about the Reliant transaction which was announced on March and closed on
the last day of April. We contracted for the sale of MIBRAG. That deal has almost closed. That was
a significant value, 259 million US dollar equivalent, pretax dollars. As such it doesnt pay for
the entire Reliant transaction, but it comes close. So its a very positive recycling of the
companys capital.
Weve proceeded aggressively with our initiatives in the renewable development area with the
acquisition of the 500 MW eSolar development portfolio. Weve successfully project financed the
GenConn projects, which the groundbreaking is later this week. And we continue to progress in the
front line of as one of the four nuclear development projects which has been selected by the
Department of Energy to proceed to the final round in the nuclear loan guarantee program.
Now one issue that we want to focus your attention on, and that is this again, this has
become an increasingly important issue in light of the Exelon offer. I want to emphasize here that
as the NRG Board has thought about the Exelon offer starting last October, overwhelmingly the
concern has been the lack of a value proposition. And that remains the principal concern of the NRG
Board even today.
But increasingly there has been a second issue that has been more of concern, and that is the idea
that because of Exelons credit rating considerations and so the weakening of their general
business prospects, that Exelon is going to have to issue equity in order to maintain their credit
rating metrics.
What weve tried to demonstrate on this slide four is what impact that has on the offer on the
table, which as you know is a fixed exchange ratio offer. So in light of Exelons challenged
circumstances, their reduced earnings prospects, the vast increase in their unfunded pension
liabilities and post-employment benefit obligations, and really with no real realistic hope in
this asset market of selling noncore assets for anything close to the $1 billion that theyve
talked about, that they will have to issue equity.
What we show here, various amounts of equity that they might have to issue under certain natural
gas price assumptions, and if you take the middle point, which would be as we posit, a $2 billion
Exelon equity issuance, that that itself has a 6.5% dilutive effect in terms of the exchange ratio
offer that theyve put on the table and turns what is on its face is 0.485 offer into a 0.454
offer.
So if you look at how their basic offer has changed since they launched on October 19 of last year,
they have $26 share, keeping in mind that in the middle of last year we were trading at $45 a share
and since that time weve announced record earnings and free cash flow in 2008, and weve given
guidance for 2009 thats not far off that mark. But they offered $26 a share. With their share
price performance since then, its worth $23 a share. And then if you assume an equity issuance,
its worth $21 a share.
So net/net, if you take all this into account, Exelon needs to increase its offer by almost 25%
simply to get NRG shareholders back to the inadequate position they were in at the time of the
original Exelon offer.
And then addressing one other point that was made and was an important point at the time of the
second exchange offer, we recognize and we like to think at NRG that everyone who invests in NRG
invests in NRG as an investment. But we are also but we also recognize that some people do so as
a trade. And a point that was made by Exelon repeatedly to NRG investors back when they were on the
road in February was that in effect the Exelon offer was providing a floor to the NRG stock price
during those dark days of February, making the comment on the left that if we had been in our
historical relationship to the other true IPP companies, that our stock wouldve been 16% less in
the absence of the Exelon offer.
If you provide the if you bring that forward and provide the exact same methodology, you see
there is another 25% here, which is now with the way that the companies have performed since the
end of February, that in fact if the Exelon offer was removed and we reverted to our normal
relationship, vis-a-vis the IPP index, we would actually be 25% higher today than we were then.
So to the extent as Exelon goes out to meet with all of you, the NRG investors, and if they do as
they did last time and threaten to go away if they dont get a good result in the third exchange
offer, I would say that based on this trading result, your response then might be, well, please do.
Or is that a promise?
I also note on this page that their stock price has underperformed the hybrid index as well over
the same period of time. And while that is principally a concern of Exelon shareholders, I think
there is a good chance that maybe the takeaway line of this read should say, we believe NRGs stock
price is being constrained by the Exelons offer, and there is a good chance that the Exelon stock
is being constrained as well.
Which then leads to, again, what we think is the message that we think our shareholders should
send. The message that appears on this page seven is sort of a polite way of the old adage that
its time to sort of put up or shut up, if Exelon wants to continue with their offer for NRG, that
they should do something more than the immaterial bump which John Rowe mentioned to me was possible
when we met in January, that if they want to continue with the offer, they should make a very
substantial increase, an increase that recognizes our additional value creation on top of the
original value shortfall, which takes into account the increasing uncertainties and weaknesses
around their business, and which clearly identifies how much equity will be required to placate the
rating agencies. Again, if they are not willing to do that, they should stop wasting time and
resources and by time and resources I mean theres, ours, and all of yours.
Now one of the positive impacts of the Exelon offer is that its led to a very extensive investor
outreach actually by both companies, weve had more chance to talk with investors in the company,
particularly big institutional investors over the past couple of months, and we will have more in
the weeks and months to come.
And whats clear to us is that as we have talked to investors that there have really been four key
investment factors that seem to be on almost everyones mind. Again, Id like to go through those
four investment factors and talk about them in terms of the trend lines.
These are the four. Of course the overriding one, the basic value equation. Secondly, the
Washington factor. Third, the two companys well, hedging programs and how much protection they
provide in the current commodity price downcycle. And fourth, which company is better positioned to
allocate capital in a way that obviously out-earns the companys cost of capital.
So first, focusing on value creation. For people who have been following this story of NRG and
Exelon, I think theyre probably getting pretty tired of this slide. But I my threat to you is
that as long as the Exelon thing is going on, every presentation that NRG presents will talk about
the free cash flow dilution to NRG shareholders that are embedded within the current Exelon offer.
This is among the many different ways of assessing value, the most important one in terms of the
NRG Boards consideration of the original Exelon offer. And it paints a pretty stark picture
without regard to which year you focus on in terms of how dilutive on a free cash flow basis the
current Exelon offer is for NRG.
Exelons response to that, which is basically depicted in the quote on the left, is to say that we
are ignoring their growth prospects in terms of the PECO PPA rolloff in 2011 and also the benefits
that Exelon expects to get from federal climate change legislation.
So what Id like to do is focus on those growth drivers, including another growth driver that they
have cited, which is not in this quote, which is that they believe that capacity markets and PJM
provide them with a big upside and provide you with more up-to-date information about whats
happening in that area.
So first, if we talk about capacity auctions for people who dont follow PJM as much as we do,
on slide 11 weve got the bar chart that shows the results of the recent capacity auction for
2012/2013 expressed in dollars per megawatt day. Again, for people who dont follow the geography
as well, NRGs assets in PJM tend to be concentrated in DPL South. Youll see that the result there
was a positive result. Admittedly we only have a few hundred megawatts that can benefit, but
overall certainly the price levels, $222 per kilowatt day playing a $110 per day for the previous
year is a very positive result for our portfolio.
For Exelon, who has an enormous number of amount of capacity in the PJM market, most of their
capacity is in the RTO section. You can see that the result of the auction was a severe and quite
unexpected by almost everyone downturn from $110 per megawatt day for 2011 to 2012, to $16 for
2012/2013. If you run that through in terms of impact on projected gross margin, you can see that
that means a sort of a negative impact year on year from 11/12 to 12/13 of close to $300
million on Exelons results or projected results.
Turning to the second growth driver, and again this is the PECO rolloff growth driver, what happens
when the PECO megawatts or the PECO capacity comes off margin. Previously Exelon had guided
provided a lesser guidance, as it says in the center of the page, that all the production that they
are currently selling under the PECO PPA at $60 per megawatt hour might produce $107.50 per
megawatt hour in 2011. And thats based on PPLs auction results from last fall.
Well, they recently another neighboring utility, FirstEnergy, announced their auction results as
they transitioned to open market, and in fact what they realized was $61.50 per megawatt hour,
which obviously is a far cry from $107.50. $61.50 obviously is better than $60, but its hardly
worth waiting three years for, nor is it worth foregoing NRGs own considerable growth prospects.
Moving on to the second factor, and these things are all occurring in real time. We have been aware
and we have openly acknowledged that climate change legislation in Washington, which we support
we support moderate climate change legislation. We have for several years. As a coal-fired
generator that produces over 60 million tons of carbon per year, I think the market has been a
little bit concerned that instead of moderate legislation out of Washington that we would get
legislation that was punitive towards coal-fired generators.
I think there is substantially more clarity as to what climate change legislation will look like
today than there was even two weeks ago, and thats because of the introduction of the
Waxman-Markey Bill, but not only the introduction but the fact that its now been marked up in the
House energy committee, its passed on to the floor. But the most significant thing about climate
change legislation, first and foremost, is that you have legislation thats been introduced by two
of the most avowedly liberal members of the House of Representatives, and what they have produced
as a starter is a bill thats very moderate, very practical, and which well get into.
But what is overlooked by some people, because the climate change issue tends to be the 800 pound
gorilla in the room, is there are other things going on in Washington that are also very impactful
on our sector, on NRG, and on Exelon.
The first, and the one that we know that will occur with certainty because its already been passed
and enacted into law is the stimulus package. And the stimulus package, with particularly the fact
that the stimulus arms the Department of Energy with almost $60 billion of loan guarantee capacity,
means that Washington, the Department of Energy is going to have a lot to say in terms of what this
industry is going to look like in the future. I think that NRG is spectacularly well-positioned to
take advantage of that.
So in terms of whats going on with the stimulus, but and the nuclear loan guarantee program,
not technically part of the stimulus because it was in place before, put in place in the last
couple of years of the Bush administration as I said before, were in the frontline of that.
We have stimulus applications in already on solar, on plasma gasification, as and as they put
in put out the regs on this, we expect to have a carbon capture and sequestration project in
biomass and wind. So really across the sustainability spectrum, we expect to benefit from the
stimulus package.
What also has been lost and Im going to talk a little bit more about is the fact that climate
change legislation unexpectedly, from some peoples eyes, also has a Federal Renewable Energy
Standard included within, and that has a big impact on the industry and with quite a few regional
differences. We are going to talk about that.
But first, again, on the climate change legislation itself, as I said, introduced by card-carrying
liberals but a moderate bill. Contrary to the rhetoric during the campaign that there would be 100%
auction of allowances, this has 85% allocation of allowances in the initial years. There is a
specific allocation to merchant coal based on net compliance costs, which is a formula that is
designed to make sure that no coal-fired generator realizes any windfall, which again is a concept
that we support. And then the allowance allocation steps down, but not until 2026.
And so from our perspective, the way the phraseology I like to use is that this gives us a long
runway to change the way we make power, and we are convinced that we will be neutral on a portfolio
basis to this legislation, from the financial impact, for approximately the next 15 years. And in
the long run, because of our development path, we actually expect to change climate change into an
opportunity.
From Exelons perspective, obviously as a very low carbon generator they wont be harmed by climate
change legislation. But the windfall that they have alluded to in the past will not be as large,
and of course it will depend in the future on how much they are allowed to keep from the
Pennsylvania and Illinois regulatory authorities.
So to the extent that Exelon has used climate change legislation in the past as a basis for having
you believe that climate change will make their offer for us cash flow neutral at some point in the
present, its hard to imagine how far out in the future you would have to be imagining to think
that that would have that impact. The best I can guess is that you would have to be thinking and
worrying about 20 years in the future and assuming that NRG was doing nothing to that point, which
certainly that would not be our record.
As I mentioned, I think the thing that has not gotten as much a review but people need to focus on
in the climate change legislation is the introduction of a Federal Renewable Energy Standard.
Again, we see a renewable energy standard as an opportunity for wind, solar, and and a little
comment on breakthrough is that actually the formula for the Federal Renewable Energy Standard as
its going to be introduced on the
House floor actually includes new nuclear. It gives some positive impact to new nuclear in terms of
removing megawatt hours produced by new nuclear from the denominator of the equation.
One of the things and weve got several long quotes here on the side of the page on page 15, but
I think one of the things that every power company is trying to model right now is whats going to
be the impact of renewables penetration on the incumbent generation in their market. Our point of
view is that we have been dealing with the issue of substantial renewable penetration in Texas for
a couple of years now and that the market reflects that penetration.
As you can see from the quotes here on the right side of the page I apologize for quoting
someone from Credit Suisse at a Deutsche Bank conference, but well get to a Deutsche Bank quote a
little later in the presentation. We are ecumenical, when it comes to quoting.
But what really gets hit is the Midwest, where there has not been much penetration, and the
prospect of the very substantial and generous wind resources from the Dakotas being brought into
the Chicago area is a substantial issue. Now, how is it going to be brought to the Chicago area?
You coincide that with the passage, or the beginning of the passage through the approval stage for
the Green Power Express, which is many years in the offing, and people can handicap whether or
not they expect these ambitious transmission projects to go forward, but theres a lot of momentum
towards these projects, a lot of support in Washington in giving FERC authority.
And what it comes down to, again, as we have dealt with this issue in Texas, when we look at the
potential penetration of wind into Illinois and into the industrial Midwest, I think the question
that we want and we hope NRG shareholders will be asking themselves as they consider the Exelon
offer is, do they really want to hitch their Texas driven wagon to a business thats driven by
Illinois-based load power, and again particularly at the price thats on the table.
Now a third thing, the hedging program again, a regular slide that we always have shown with
remarkable consistency quarter on quarter. I wont articulate for the thousandth time what NRGs
approach to baseload hedging is. I think just the remarkable validation thats been provided as to
the strength of our hedging program just last week, where Standard & Poors acknowledging, as you
can see from the quote on the right, that this is an unusual time in a sharply lower gas price
environment where they would be upgrading a company that is usually perceived as being tied to the
ebb and flow of natural gas prices. But thanks to the strength of our hedging program, thats in
fact what Standard & Poors last week is they as they upgraded NRGs credit rating across the
board.
Exelon, referring back to their March 10 investor meeting, I guess there was some confusion at that
time about what they meant by being financially hedged. Since that time theyve provided
clarification in that, and it has led the market to believe that contrary to being 80% hedged in
2011, in fact they were more in the 40% range, or I think Deutsche Bank here had it at 32%, but
that of course was as of March 10, while our bar chart is as of their further clarification in mid
April. So I dont know exactly what the number is. But the number is much lower than was previously
anticipated.
And for those investors who are more inclined towards being bearish on general economic conditions,
we think the very low commodity price environment that weve that we started to experience is
going to be around for a long time. This differentiation in hedge position three years out is an
important new fact.
So finally, lets get to the fourth and final factor that I wanted to mention. And after we get
through this, I going to look forward to answering your questions or addressing any comments or
concerns you have.
But ultimately in this market, and doing what you all do, which I think theres a lot of similarity
between portfolio managers and people in our industries, because we spend an inordinate amount of
time thinking about whats the best allocation of capital for our business. Of course allocation of
capital as you all know is about both whats your cost of raising capital, and even more
importantly, how do you deploy it?
Exelon in a very general way has constantly hit on the theme that because they are bigger and have
a better credit rating for us, they are advantaged in terms of cost of capital and deployment of
capital. We dont have that point of view, and we dont have that point of view for at least three
reasons.
First of all, if you have a lower cost of capital, it doesnt do you all that much good if your
credit rating aspirations dictate that you only can use that capital to pay down debt, and
particularly if youre paying down debt thats been raised during an expensive time frame as
acquisition capital.
Second of all, while we would fully acknowledge that Exelon straight up on a corporate to corporate
basis can raise capital cheaper than NRG, that ignores the fact that thats not actually how we
raise capital in the normal course. The capital that we are raising as we fuel our growth
program is overwhelmingly going to be nonrecourse. Its going to be on the strength of our assets,
and I would note that we completed a $543 million nonrecourse financing of our GenConn facilities,
which again, like I said, we are having the ribbon-cutting later this week or no, not the
ribbon-cutting. That would mean that we were finished building it. The shovel the dirt turning
to start the construction. And you can see the cost of that debt is 6.79%.
But the big one that they like to focus on, of course, is who can fund a nuclear program? Again, by
our estimate, we expect that the debt that we raised with the federal loan guarantee for the
nuclear program will be at 4.53%, which is one of the reasons when I talk about the cost of raising
debt between Exelon and NRG is, sure, on a corporate basis they can raise debt cheaper than we can,
but the federal government can raise debt cheaper than Exelon can, and thats the way that we are
going to be raising debt in the current environment.
Turning to the even more important issue of how capital is deployed, what weve listed on the right
side of this page is our approach to the deployment of capital, which for people who have followed
the company for the last five years wouldve seen this. A balanced approach in terms of repaying
debt and buying back shares.
We have actually a share buyback program that we announced last November, which we would like to
execute on. The lawyers wont let us execute on it as long as the Exelon thing is going forward.
But we do believe in the steady return of capital to shareholders, particularly at these share
prices.
Beyond that we investing in growth CapEx. And Ive listed some of the things weve invested in
over the past years, and what I really want to focus on today to give you an update on is just the
one the most recent one, the one Ive referred to previously, the Reliant Energy transaction and
give you a sense of how well weve deployed capital.
So these are updated numbers where, for people who didnt follow the transaction, we paid $288
million for the retail business of Reliant Energy. The way we calculate it some people can
differ from this the average working capital that we it was $287.50 million purchase price
plus working capital. The average monthly working capital that that business requires is $82
million. So we calculated a total purchase price of $370 million.
Previously, and somewhat reflective of the conservative financial nature of this company, we have
indicated that we thought that this business could do $150 million to $200 million of EBITDA a year
on a recurring basis. That is a very conservative estimate. As weve gone in, become more
comfortable with the business over the last several weeks, we think on a recurring basis this
business is good for $250 million a year. And thats for a full 12 month basis, but its having a
very, very good year here in 2009, because its a business that tends to be counter-recessional,
countercyclical. And Bob Flexon, our CFO, will provide an update as to the 2009 contribution
expected from Reliance on our second-quarter call at the end of July.
So taking a stab is something that we rarely do, but trying to actually put a value on a portion of
our business, this business in our hands, where we can provide the wholesale supply again, being
very conservative, we think this business is worth a good four to six times multiple, again, being
very conservative, given that paid a 1.5 X multiple. From our perspective, its very again,
being very conservative, we think the Reliant business adds $4 to $5 per share of equity value to
NRG.
So to sum up, to go back to the four issues, if you look at the trends since, again, Exelon launch
in October, or since February, we think that the trends are strongly in our favor on all accounts
and that we in particular and Im very proud of what NRG has done in this way is that weve
demonstrated our ability to create value at this company during these challenging economic times
and not withstanding the purpose of a bear hug strategy, which of course is to suffocate the
target, that we have been able to operate the business quite successfully during that time.
So to sum up, so my message to you today as NRG shareholders, because of the NRG shareholders in
the room or who might be participating in the webcast, is that my message to you is you should send
a message to Exelon management when they come visit you on their next round of investor outreach. I
think you should ask them to fully divulge what they expect to earn from capacity markets in the
PECO rolloff in light of the recent auction results.
I think you should ask them to quantify how they think climate change legislation is going to close
the free cash flow dilution thats embedded in their offer, particularly when you couple it with
the new Federal Renewable Energy Standard thats coming.
And I think you should ask them to explain how they are going to fund their nuclear development
program outside of the federal loan guarantee program, and whether their cost of capital can match
the US Treasury rate of US Treasuries plus 15 basis points that we are projecting for our project.
Some most importantly, I think you should tell them that if they want to buy an NRG, they need to
increase their offer substantially, not immaterially, to a level thats fair on a cash flow
accretion basis, that compensates for the weakness in their stock and prospect of future dilution
from Exelon equity, and most of all, provides the $4 to $5 a share of value associated with the
Reliant Energy transaction.
So finally, to add insult to injury, one last quote from a different sell side analyst, and I think
this is important because this sell side analyst first of all is writing on May 26 but also one of
the analysts that historically had most favored the Exelon offer as it stood, is this is the
headline time to up the ante; Exelon needs to substantially up its merger offer for NRG to close
the deal.
So with that, I appreciate your patience. I guess we have about 10 minutes for questions. Id be
happy to answer any questions anyone has.
QUESTION AND ANSWER
Unidentified Audience Member
Given that you did this really accretive transaction with Reliant and Rowes always said or
he used to say that if when they got in and did further due diligence of the company, if Exelon
found something that would enhance the value to Exelon, once they did a further due diligence, that
they would consider raising their offer at that point. And here youve done something publicly that
seems to have added some material value to your company. So why havent they raised their offer? Or
why wouldnt you expect them to raise their offer, at least to adjust for this transaction?
David Crane - NRG Energy, Inc. - President and CEO
Well, I really cant answer that question. I dont have great insight into what John is
thinking. I mean, I obviously, as you can tell from the presentation, feel strongly he should raise
his offer and do it substantially.
If youre asking me my personal point of view, for what its worth, and you actually probably have
far better insights to what he is thinking than I do, is that I think at some point that they do
increase their offer. And when they do increase their offer, I think that they will specifically
mention the Reliant transaction as the rationale for increasing their offer.
But I think they will adhere to their previous statements that their offer increase, when it comes,
will be immaterial. So thats why I think its important that investors keep in mind that a $1
increase in effect a $1 per share increase in an offer, when we have added a business using
recycled capital from selling noncore asset thats worth easily $4 to $6 a share, that a $1
increase should not give an NRG investor a warm and fuzzy feeling about the increase.
Unidentified Audience Member
Im curious, if you didnt have the offer outstanding now, what businesses do you think you
could add value to, or where are you looking to expand? What businesses do you think you could
create value with? Thats my first question.
David Crane - NRG Energy, Inc. - President and CEO
Well, we are really seeing opportunities across the range. And theres one category that has
pretty much been precluded by the Exelon offer. Thats sort of the quote/unquote
transformative transaction with another big IPP company. Obviously other company stocks until
recently have been beaten down more than us.
Theres actually a lot of synergies to bringing two IPPs together because of the smaller size of
the two. I mean, just eliminating one companys G&A is lot more significant between two companies
that have a $3 billion to $5 billion market cap than between one company thats $35 billion and one
company thats $5 billion. So that kind of transaction, we havent even followed since Exelon came
along.
But we are seeing more potential opportunity just in terms of the bolt-on projects. As everyone who
follows NRG has known, we are a little bit light in the seven heat rate combined cycle projects.
That type of plant is not as compelling today in a world where demand is declining as opposed to
when people thought the seven heat rate combined cycle plants were going to be absorbing any
incremental demand increase. But at the right price we would like to fill up or fill out our
lineup so we could follow load.
We are seeing a lot of transactions out there like the eSolar transaction, and to me one of the
great opportunities out there is the irony of the fact that we have a new administration in
Washington that wants to pursue renewable sustainability, yet the solar development world, the wind
development world is flat on its back right now. And for very little money down you can take over
development projects that people have been working on for years and which the Government I think is
going to push through.
And then obviously the Reliant transaction was sort of a vertical integration play down into
retail. Weve said we are not really interested and we dont see the logic for us to be doing
retail anywhere other than Texas right now. But vertically integrating and looking a little bit
upstream, we are seeing some opportunities along our fuel supply chain as well.
And thats really what were about when we talk about deploying scarce capital is we would like to
do transactions that are very accretive on an economic basis but also derisk our overall portfolio
strategically. And Im not sure that we could do more transactions as obviously attractive on both
counts as the Reliant one. But theres a lot out there that we are pursuing and will continue to
pursue, and we think we can do more in the future.
Unidentified Audience Member
Why do you suppose no one has stepped up and topped the Exelon offer?
David Crane - NRG Energy, Inc. - President and CEO
Anyway, I think really there are two things that I wanted to mention about that because in a
way you are referring to the fact that we once said that we were engaging in a market discovery
process. And let me tell you two things about that. One is, there are other people interested in
acquiring NRG. But ultimately its a buyers market right now. And some of the people who are
interested in buying NRG, they are not interested in making you wealthy as an NRG investor, they
are interested in getting a bargain themselves.
So right now one of the problems with doing a market discovery or auction process is that the
baseline for any competing bid is the Exelon offer, which is so far off the mark that if someone
tops that, whether its Exelon or someone else, if someone tops that by $0.50 a share or $1.00 a
share equivalent, I dont think that provides thats just not to me thats not an attractive
value equation to the NRG shareholders. So our enthusiasm for pursuing that from this base, on the
base of the existing Exelon offer, is not high.
The second thing is, there are a variety of categories of companies that would be naturally
interested in NRG. The obvious one is Exelons peer group. And my sense in terms of talking to CEOs
from a lot of those companies is they are very interested in the prospect but they were very
concerned about the availability of debt financing and the impact on their credit rating, concerns
which we have repeatedly raised that Exelon has but hasnt addressed. Other people have raised
concern about it though as a way of going forward.
John, as you know, I think there was one attempt of another traditional utility to buy an IPP very
recently, and it ended up getting frustrated because of the lack of enthusiasm for the deal by
Standard & Poors. And so thats a transaction threat thats out there with Exelon, which we think
they should be addressing.
Unidentified Audience Member
Give you a little broader question away from the obvious why they wont pay more and why you
dont want to sell for less, because thats what its come down to.
Just in general, the new administration, this cap and trade and all this without getting into
what its going to how its going to affect your company, have you gat a broad thought of
whether theyre really going to get a lot of this through, what its going to look like for costs,
whether you can pass them on, whos going to pay? Its just a big of a mess it looks to me it
could be a mess. Whats your perspective as an industry, just looking at it from an industry
perspective?
David Crane - NRG Energy, Inc. - President and CEO
Well, my perspective, and Im just a businessman, but one that spends a fair amount of time in
Washington. My viewpoint on whether they get climate change legislation has changed almost
diametrically over the last six weeks. And the indication of that is that represents Waxman and
Markey, they are dealing. Again, they started with a moderate bill.
My indication is that the executive branch and lets face it, we have a pretty powerful
President right now is that they want a climate change bill to lay the foundation for what they
really want to focus on in the fall, which is a healthcare bill. And I have been at the White House
myself, and their point of view is that while these things seem disconnected, success breeds
success in terms of legislative strategy.
So the fact that the administration, which obviously the administration the majority party
controls all the levelers of government, I think they have a very good shot. They do need to bring
some Republicans along in the Senate for obvious reasons.
And what I think is going to be very interesting is that I think the bill will improve as it gets
into the Senate, and the question is how will it improve? I think what you need to be looking for
is that I think there are senators that will work Republican senators that will work with the
administration if the administration takes a more robustly positive attitude towards nuclear power,
and particularly if they perhaps include whats sort of just generally referred to as a nuclear
title in the bill.
So does it get passed in 2009? Its still hard to say because of the deliberative nature of the
Senate, but you can see a situation where it gets debated in the Senate in the fall and they come
back in January or February and get it done. So I would be very bullish on that comprehensive
climate change legislation with the Federal Renewable Energy Standard gets passed.
I only answered half your question, didnt I? What was the second half?
Unidentified Audience Member
Maybe a better way, is this going to end up getting the short end of the stick, cost-wise? End
up in the consumers pocket, the coal company? Whos going to really, as you can see it from the
when you look at the changes and how its going to affect whether its your companys industry,
somebodys going to end up paying.
David Crane - NRG Energy, Inc. - President and CEO
Yes, well I and we (multiple speakers)
Unidentified Audience Member
What do think the hardest, the sharpest fork is going to get (multiple speakers)
David Crane - NRG Energy, Inc. - President and CEO
Well, someone is going to end up paying, but one of the things that theyve decided to do,
which I actually think is logical and consistent with what it means to be a politician, is theyve
put off the really expensive costs until not even the next decade, but the decade after that, which
some people might say, well, thats showing a lack of courage. But the fact is, climate change
doesnt need to be solved in the next decade, it needs to be solved by 2050, according to the
scientists, so giving people a long run runway.
So I think the economic impact on everyone is going to be relatively mild in the next decade. And
it very well could end up like sulfur, where everyone complained this is going to be ruinous
back in 89 and 90, but because they gave it a long runway and people had 20 years to tighten it
up, that people that it really actually barely gets felt. So thats my view.
I think the allocation there are certain industries that seem to have done worse than others.
The independent refiners didnt seem to do so well in terms of the original allocation. But in
terms of what part of the economy, a lot of whats happened in Washington is regional differences.
And
one of the things I think has brought a federal renewable energy standard alongside climate change
is they actually see the climate change allocation as a way to mitigate the varying regional
impact, which would hurt the industrial Midwest and the South more than other places that have a
lot of renewable resources.
So maybe we can talk about it later. I think Im just you get into this Washington stuff and it
just goes on forever.
So I am done.