New Class C Common Stock Expected to Begin Trading on May 15, 2015
PRINCETON, N.J.--(BUSINESS WIRE)--May 5, 2015--
NRG Yield, Inc. (NYSE:NYLD) (the “Company”) today announced that its
stockholders had approved its previously announced recapitalization.
Under the terms of the recapitalization, the Company will amend its
Certificate of Incorporation (“Amended Certificate”) to create the new
Class C and Class D common stock and distribute the Class C and Class D
common stock to holders of the Class A and Class B common stock,
respectively, through a one-for-one stock split (the “Recapitalization”).
When will the recapitalization become effective?
We intend to file the Amended Certificate with the Secretary of State of
the State of Delaware after trading closes on our Class A common stock
on May 14, 2015. Once the Amended Certificate is filed, the new Class C
and Class D common stock will be created and the stock split will be
effective.
How will the stock split work?
-
Each Class A share will be split into one Class A and one Class C share
-
Each Class B share will be split into one Class B and one Class D share
For example, if an investor had 100 shares of Class A common stock
before the recapitalization, the investor will have 100 shares of Class
A common stock plus 100 shares of Class C common stock after the
recapitalization.
Which stockholders will be entitled to receive the Class C common
stock?
Each holder of the existing Class A common stock at the time of the
filing of the Amended Certificate will be entitled to receive a Class C
share for each Class A share owned on May 14, 2015. Because the
distribution of the Class C shares will be done through a stock split,
there will be no record date.
Which classes of stock will trade on the New York Stock Exchange
(NYSE)?
-
The Class A common stock will continue to trade on the NYSE.
-
The Class C common stock will trade on the NYSE.
-
The Class B common stock will remain unlisted and not publicly traded.
-
The Class D common stock will be unlisted and not publicly trade.
What ticker symbols will the stock classes have?
-
The Class A common stock will trade under the new
symbol “NYLD.A”
-
The new Class C common stock will trade under the original symbol
“NYLD”
What are the CUSIP numbers for the Class A and Class C common stock?
-
While the features and characteristics of the Class A common stock are
not changing, the Class A common stock will have a new
CUSIP number to reflect the stock split. The new CUSIP number will be
62942X306.
-
The CUSIP number for the Class C common stock will be 62942X405.
When will trading begin on the Class A and Class C common stock?
When markets open on May 15, 2015, trading will begin on the Class A
common stock under the new CUSIP number and
the new Class C common stock.
If I am a retail investor, do I need to do anything?
On May 14, 2015, each Class A holder will automatically receive shares
of the new Class C common stock one a one-for-one basis. No action is
necessary.
For questions about the recapitalization, investors should contact
MacKenzie Partners, Inc. at (800) 322-2885 or proxy@mackenziepartners.com.
About NRG Yield
NRG Yield owns a diversified portfolio of contracted renewable and
conventional generation and thermal infrastructure assets in the U.S.,
including fossil fuel, solar and wind power generation facilities that
provide the capacity to support more than 1.8 million American homes and
businesses. Our thermal infrastructure assets provide steam, hot water
and/or chilled water, and in some instances electricity, to commercial
businesses, universities, hospitals and governmental units in multiple
locations. NRG Yield is traded on the New York Stock Exchange under the
symbol NYLD. Visit nrgyield.com for more information.
Safe Harbor Disclosure
This letter contains 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 with respect to NRG Yield. Such
forward-looking statements are subject to certain risks, uncertainties
and assumptions and include the anticipated benefits of the
recapitalization, and typically can be identified by the use of words
such as “expect,” “estimate,” “anticipate,” “forecast,” “plan,”
“believe” and similar terms. Although NRG Yield 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, general
economic conditions, hazards customary in the power industry, weather
conditions, the volatility of energy and fuel prices, failure of
customers to perform under contracts, changes in the wholesale power
markets, changes in government regulation, the condition of capital
markets generally, our ability to access capital markets, unanticipated
outages at generation facilities, adverse results in current and future
litigation, failure to identify or successfully execute acquisitions,
NRG Yield's ability to enter into new contracts as existing contracts
expire, NRG Yield’s ability to acquire assets from NRG Energy, Inc. or
third parties, NRG Yield's ability to close the drop-down transactions,
and its ability to maintain and grow our quarterly dividends.
NRG Yield undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. The foregoing review of factors that could
cause NRG Yield’s actual results to differ materially from those
contemplated in the forward-looking statements included in this news
release should be considered in connection with information regarding
risks and uncertainties that may affect NRG Yield’s future results
included in NRG Yield’s filings with the Securities and Exchange
Commission.
Source: NRG Yield, Inc.
NRG Yield, Inc.
Media:
Marijke Shugrue, 609-524-5262
or
Investors:
Matt
Orendorff, 609-524-4526
or
Lindsey Puchyr, 609-524-4527
