Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - MIRANT CORP | d8k.htm |
| EX-2.1 - AGREEMENT AND PLAN OF MERGER - MIRANT CORP | dex21.htm |
| EX-99.1 - JOINT PRESS RELEASE - MIRANT CORP | dex991.htm |
 GenOn
Energy:
A Leader in Electric Energy Generation
April 12, 2010
Exhibit 99.2 |
 1
Safe Harbor
Forward Looking Statements
This presentation contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are typically identified by
words or phrases such as “will,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “forecast,” and other
words and terms of similar meaning. These forward-looking statements involve a number of
risks and uncertainties. RRI Energy and Mirant caution readers that any
forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-
looking statement. Such forward-looking statements include, but are not limited to,
statements about the benefits of the proposed merger involving RRI Energy and Mirant, including
future financial and operating results, RRI Energy’s and Mirant’s plans, objectives, expectations and intentions, the expected timing of
completion of the transaction, and other statements that are not historical facts. Important
factors that could cause actual results to differ materially from those indicated by such
forward-looking statements are set forth in RRI Energy’s and Mirant’s filings with the Securities and Exchange Commission. These include
risks and uncertainties relating to: the ability to obtain the requisite RRI Energy and Mirant
shareholder approvals; the risk that Mirant or RRI Energy may be unable to obtain governmental
and regulatory approvals required for the merger, or required governmental and regulatory approvals may delay the merger or
result in the imposition of conditions that could cause the parties to abandon the merger; the risk
that a condition to closing of the merger may not be satisfied; the timing to consummate the
proposed merger; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other
synergies from the transaction may not be fully realized or may take longer to realize than expected;
disruption from the transaction making it more difficult to maintain relationships with
customers, employees or suppliers; the diversion of management time on merger-related issues; general worldwide economic
conditions and related uncertainties; and the effect of changes in governmental regulations; and other
factors discussed or referred to in the “Risk Factors” section of each of RRI
Energy’s and Mirant’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission. Each forward-
looking statement speaks only as of the date of the particular statement and neither RRI Energy nor
Mirant undertake any obligation to publicly update any forward-looking statement, whether
as a result of new information, future events or otherwise. Additional Information And Where To Find It
This presentation does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. In connection with the proposed merger between RRI Energy and
Mirant, RRI Energy will file with the SEC a Registration Statement on Form S-4 that will
include a joint proxy statement of RRI Energy and Mirant that also constitutes a prospectus of RRI Energy. RRI Energy and
the SEC’s website (www.sec.gov). You may also obtain these documents, free of charge, from
RRI Energy’s website (www.rrienergy.com) under the tab “Investor Relations” and
then under the heading “Company Filings.” You may also obtain these documents, free of charge, from Mirant’s website
(www.mirant.com) under the tab “Investor Relations” and then under the heading “SEC
Filings.” Participants In The Merger Solicitation
RRI Energy, Mirant, and their respective directors, executive officers and certain other members of
management and employees may be soliciting proxies from RRI Energy and Mirant shareholders in
favor of the merger and related matters. Information regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of RRI Energy and Mirant shareholders in connection with the
proposed merger will be set forth in the joint proxy statement/prospectus when it is filed with
the SEC. You can find information about RRI Energy’s executive officers and directors in its definitive proxy
statement filed with the SEC on April 1, 2010. You can find information about Mirant’s
executive officers and directors in its definitive proxy statement filed with the SEC on March
26, 2010. Additional information about RRI Energy’s executive officers and directors and Mirant’s executive officers and directors can be
found in the above-referenced Registration Statement on Form S-4 when it becomes
available. You can obtain free copies of these documents from RRI Energy and Mirant using
the contact information above. Mirant
will
mail
the
joint
proxy
statement/prospectus
to
their
respective
shareholders.
RRI
Energy
and
Mirant
urge
investors
and
shareholders
to
read
the joint proxy statement/prospectus regarding the proposed merger when it becomes available, as well as
other documents filed with the SEC, because
they
will
contain
important
information.
You
may
obtain
copies
of
all
documents
filed
with
the
SEC
regarding
this
transaction,
free
of
charge,
at |
 2
Chairman &
Chief Executive Officer
Mirant
Edward R. Muller
President &
Chief Executive Officer
RRI Energy
Mark M. Jacobs |
 3
Strategic Rationale
•
Significant near-term value creation driven by annual cost savings of $150
million
•
Strengthened balance sheet and enhanced financial flexibility
•
Increased scale and geographic diversity across key regions
•
Well positioned to benefit from improvement in market fundamentals
Creates Leading IPP With 24,700 MW
Electric Generating Capacity |
 4
Transaction Terms
Company Name
GenOn
Energy
Consideration
Merger of equals
100% stock transaction
Exchange Ratio
Mirant stockholders will receive 2.835 shares of RRI Energy in exchange for each
share of Mirant Ownership
Mirant
stockholders
will
own
approximately
54%
of
GenOn
Energy
RRI
Energy
stockholders
will
own
approximately
46%
of
GenOn
Energy
Board of Directors
GenOn
Energy Board to consist of 10 directors
5 Directors from Mirant/5 Directors from RRI Energy
Management
Edward R. Muller, Chairman & CEO
Mark M. Jacobs, President & COO
J. William Holden III, CFO
Identified executive leadership team reflects balanced representation from both
companies Headquarters
Corporate headquarters in Houston, TX
Transaction Close
Expected before the end of 2010 |
 5
Substantial Cost Savings
•
$150 million in annual cost savings
•
Achieved through reduction in corporate overhead and G&A, including:
Consolidating two headquarters
Accounting, finance, human resources, administrative
IT systems
•
Costs to achieve of $125 million
•
Expected run-rate cost savings fully realized starting in January 2012
Combination Delivers Significant Shareholder Value |
 6
6
Increased Diversity and Scale
Color by Holding Company Name
Mirant
RRI Energy
Size By Summer Capacity MW
200 to 810
75 to 200
50 to 75
20 to 50
1 to 29
all others
* Approximately 1,300 MW will move from MISO
to PJM in June 2011
PRO FORMA CAPACITY
By Geography
PJM –
50%
Southeast –
10%
MISO* –
7%
NYISO &
ISONE –
10%
CAISO –
23%
PRO FORMA CAPACITY
24.7 GW
Dual –
30%
Oil –
2%
Natural
Gas –
37%
Coal –
19%
Controlled
Coal –
11%
Uncontrolled
PRO FORMA GENERATION
~39,600 GWh
Coal –
59%
Controlled
Natural
Gas –
13%
Coal –
25%
Uncontrolled
Dual –
3%
CAISO
Midwest ISO
ISO-NE
NYISO
PJM
1
Based on 2009 actuals
1 |
 7
A Market Leader
31.0
24.7
24.3
23.5
21.0
18.1
15.9
14.6
12.4
11.7
10.1
9.9
9.9
9.2
7.0
6.4
6.3
4.6
0
5
10
15
20
25
30
35
(GW)
U.S. Competitive Generation Capacity |
 8
Strong Balance Sheet and Enhanced Financial Flexibility
•
Combined cash balance of the companies as of December 31, 2009 was $2.9B
•
Expect to replace each company’s revolving credit facilities in a new holding
company facility
•
Approximately $1.8B of debt to be addressed
MNA Senior Secured Term Loan ($307MM due 2013)
MNA Senior Notes ($850MM of 7.375% notes due 2013)
RRI Energy Secured Bonds ($279MM due 2014)
PEDFA Secured Notes ($371MM due 2036) |
 9
Steps to Close
•
Address $1.8B of debt
•
Mirant and RRI Energy stockholder approval
•
Regulatory approvals:
Federal Energy Regulatory Commission (FERC)
Hart-Scott-Rodino
(HSR) Review
New York State Public Service Commission
•
Expected close before the end of 2010
•
Proposed
reverse
stock
split
at
RRI
Energy
to
be
completed
prior
to
transaction
close
Will not impact value of proposed exchange ratio
Merger transaction is not conditioned on successful completion
|
 10
Creating A Power Industry Leader
Increased Scale and Diversity Across Key Regions
Substantial Cost Savings
Stronger Balance Sheet & Ample Liquidity
Shared Commitment to Operational & Commercial Excellence
Positioned to Benefit from Improvement in Market Fundamentals
|