NRG Energy, Inc. (NYSE:NRG) entered into a definitive agreement to acquire Vivint Smart Home, Inc. (NYSE:VVNT) from a group of shareholders for $2.8 billion on December 6, 2022. NRG will acquire Vivint for $12 per share in all cash transaction. The transaction to be financed through borrowings under NRG's receivables facility, revolving credit facility and excess cash-on-hand. In connection with entry into the Merger Agreement, NRG entered into a commitment letter with Goldman Sachs Bank US. Pursuant to the terms of the Commitment Letter, Goldman Sachs committed to provide to NRG a senior secured 364-day bridge term loan facility in an aggregate principal amount of up to $2.1 billion to finance the acquisition of Vivint. As of March 1, 2023, NRG Energy announced the commencement of an offering of (i) $740 million aggregate principal amount of senior secured first lien notes due 2033 and (ii) 650,000 shares of Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock having a $1,000 liquidation preference per share, drawing $900 million from its Revolving Credit Facility and $600 million of cash on hand. NRG intends to use the net proceeds from these offerings to partially fund the purchase price of the transaction. If the Merger is consummated, Vivint's common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended. Upon completion of the transaction, NRG intends to maintain a significant presence in Utah. In case of termination, Vivint will pay to NRG $93.6 million.

The transaction is subject to customary closing conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Following the execution of the definitive agreement, Vivint stockholders holding approximately 59% of the issued and outstanding shares of Vivint's Class A common stock executed and delivered to Vivint written consents adopting and approving the transaction. The transaction has been unanimously approved by board of Directors of both companies. Concurrently with the execution and delivery of this Agreement, certain stockholders of Vivint holding at least a majority of the issued and outstanding Shares are entering into a Voting and Support Agreement and delivered a written consent approving and adopting merger agreement, such stockholders have agreed, to vote in favor of adoption of this Agreement and the Merger. As a result, no further action by any other stockholder of the Vivint is required. The transaction is expected to close in the first quarter of 2023.

Goldman Sachs & Co. LLC is serving as NRG's exclusive financial advisor. Thomas W. Christopher and Robert N. Chung of White & Case LLP serving as legal counsels to NRG. Melissa Sawyer of Sullivan & Cromwell LLP represents J.P. Morgan Securities LLC is serving as Vivint's exclusive financial advisor. Eric M. Swedenburg, Elizabeth A. Cooper, Eli Isak, Jonathan Ozner, Greg Grogan, Alisa Tschorke, Sophie Staples, Edward Grais, Lori Lesser, Peter Guryan, Rick Jamgochian, Michael Isby and Michael Chao of Simpson Thacher & Bartlett LLP serving as legal counsels to Vivint. J.P. Morgan Securities LLC acted as fairness opinion provider to the Board of Directors of Vivint. Christopher R. Machera of Weil, Gotshal & Manges LLP acted as legal advisor to The Blackstone Group. Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisor to Fortress Investment Group LLC. Vivint has agreed to pay J.P. Morgan a fee of $53 million, of which $2.5 million became payable upon the delivery of the opinion and the remainder will be payable upon the consummation of the merger.