NRG Energy, Inc. (NYSE:NRG) entered into an agreement to acquire Centrica Us Holdings Inc. and Direct Energy Marketing Limited from Centrica Beta Holdings Limited and Centrica Gamma Holdings Limited respectively for $3.6 billion on July 24, 2020. The purchase price is subject to customary adjustments and will be paid in cash, on a debt free, cash free basis. Centrica will retain cash generated by Direct Energy between signing and completion. The deal will financed with a mix of debt (new secured/unsecured financing) of $2361 million, equity-linked securities of $750 million and cash-on-hand of $664 million. In connection with transaction, Citigroup Global Markets Inc., Credit Suisse AG and Credit Suisse Loan Funding LLC have committed to provide to NRG Energy and act as joint lead arrangers and joint active book runners in respect of a senior secured 364-day bridge term loan facility in a principal amount not to exceed $5.5 billion, for the purposes of financing the transaction. To help fund the acquisition, NRG has obtained $779 million in additional commitments under its existing revolving credit facility as well as a $258 million additional revolver tranche that will mature 30 months after the acquisition closes, with potential extensions. As of September 22, 2020, NRG entered into a $750 million accounts receivable securitized borrowing facility with a group of conduit lenders and banks and Royal Bank of Canada. The proceeds will be used for general corporate purposes including financing of this transaction. As of November 16, 2020, NRG announces offering of senior secured first lien notes and senior unsecured notes. NRG intends to use the net proceeds from the offering of notes to fund this acquisition. Following completion, Centrica plc (LSE:CNA) will primarily be a U.K. and Ireland focused energy services and solutions company. Centrica will retain the North American operations of Centrica Business Solutions. Centrica has agreed to pay NRG Energy a termination fee of approximately $30 million if the transaction fails to complete and NRG Energy has agreed to pay Centrica a termination fee of $180 million if the transaction fails to complete. In the financial year ended December 31, 2019, the business contributed an underlying adjusted EBITDA of $457 million, adjusted operating profit of $282 million, adjusted revenues of £10.9 billion ($14.4 billion), profit for the year of $134 million, total assets of £4.5 billion (approximately $6 billion) and net assets of £1.9 billion ($2.5 billion) to Centrica. The transaction is conditional on, among other things, Centrica's shareholders passing a vote on a resolution approving the transaction by a simple majority at the general meeting expected to be held in mid-August 2020, and receipt of certain antitrust and regulatory approvals in the U.S and Canada including Federal Energy Regulatory Commission (FERC). The companies will also submit as pre-merger notification to the U.S. Department of Justice and the Federal Trade Commission under the Hart-Scott-Rodino Act, and the Commissioner of Competition under the Canadian Competition Act. Centrica’s Board unanimously agreed that the transaction is in the best interests of shareholders and other stakeholders as a whole. As of July 31, 2020, Financial Conduct Authority approved the proposed sale of Direct Energy to NRG. As of August 20, 2020, shareholders of Centrica plc approved the transaction. As of October 7, 2020, Federal Trade Commission granted an early termination notice of antitrust approval waiting period. As per announcement on October 8, 2020, the transaction had received approval under Canadian Competition Act. As of November 30, 2020, Federal Energy Regulatory Commission has approved the transaction. The transaction is not subject to a financing condition. Completion is expected to occur in the fourth quarter of 2020. As of October 8, 2020, the transaction is expected to complete in late fourth quarter of 2020. As of November 30, 2020, transaction is expected to close in early 2021. Centrica intends to use the net cash proceeds to make a significant reduction in net debt and to make a material contribution to the Centrica Group's Pension Schemes. It is expected the transaction will have a dilutive effect on earnings per share of Centrica. The transaction is accretive to free cash flow of NRG. Karen Cook, Mark Sorrell, Brian Bolster and Brian O'Keeffe of Goldman Sachs International, UBS AG, London Branch; Simon Robey and Matthew Ellis of Robey Warshaw acted as financial advisors to Centrica. Erik Tavzel, Andrew Elken, Stephen L. Gordon, Kara L. Mungovan, Sasha Rosenthal-Larrea, Margaret Segall D’Amico, Jesse M. Weiss, David J. Kappos, Anthony N. Magistrale, Eric W. Hilfers, Matthew Morreale, Joyce Law and Laurel R. Berkowitz of Cravath, Swaine & Moore LLP, Hywel Davies, Robert Innes, Gareth Miles and Ed Milliner of Slaughter and May and McCarthy Tétrault LLP acted as legal advisors to Centrica plc, Centrica Gamma Holdings Limited, Centrica Beta Holdings Limited, Centrica Us Holdings Inc. and Direct Energy Marketing Limited. Citi and Credit Suisse acted as financial advisors and Thomas Christopher, Jonathan Solomon, Edward Barnett and Jason Cruise of Latham & Watkins and Martin Toulouse, Elaine Walsh, Tim Coxon, Preston Bernhisel, Rachael Lichman, Jon Nelson, Preston Bernhisel, Michael Bresson, Robin Melman, Terence Rozier-Byrd and Matt Donnelly of Baker Botts acted as legal advisors to NRG. Equiniti Limited acted as transfer agent for Centrica. NRG Energy, Inc. (NYSE:NRG) completed the acquisition of Centrica Us Holdings Inc. and Direct Energy Marketing Limited from Centrica Beta Holdings Limited and Centrica Gamma Holdings Limited respectively on January 5, 2021.