-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ALFOGFo5qvRbXcVMu1e0pfDNpddYpbt1kHNEz/c8SthruI62Qr/bxjxig3PSTvoS 2e5pV0OTSHObZPZBxzwDcg== 0000902664-08-001326.txt : 20080214 0000902664-08-001326.hdr.sgml : 20080214 20080214155248 ACCESSION NUMBER: 0000902664-08-001326 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NRG ENERGY, INC. CENTRAL INDEX KEY: 0001013871 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 411724239 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-59253 FILM NUMBER: 08615133 BUSINESS ADDRESS: STREET 1: 211 CARNEGIE CENTER STREET 2: - CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 609-524-4500 MAIL ADDRESS: STREET 1: 211 CARNEGIE CENTER STREET 2: - CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: NRG ENERGY INC DATE OF NAME CHANGE: 19960509 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Solus Alternative Asset Management LP CENTRAL INDEX KEY: 0001407737 IRS NUMBER: 260173326 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 430 PARK AVENUE CITY: NEW YORK, NY STATE: NY ZIP: 10022 BUSINESS PHONE: 212-284-4300 MAIL ADDRESS: STREET 1: 430 PARK AVENUE CITY: NEW YORK, NY STATE: NY ZIP: 10022 SC 13G 1 p08-0595sc13g.txt NRG ENERGY, INC. SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) NRG Energy, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 629377508 (CUSIP Number) December 31, 2007 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) (Page 1 of 6 Pages) - ---------------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 629377508 13G Page 2 of 6 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Solus Alternative Asset Management LP EIN: 26-0173326 - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 23,450,000 SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER N/A OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 23,450,000 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER N/A - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,450,000 - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.83% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** IA - ----------------------------------------------------------------------------- CUSIP No. 629377508 13G Page 3 of 6 Pages Item 1(a). Name of Issuer: NRG ENERGY, INC. Item 1(b). Address of Issuer's Principal Executive Offices: 211 CARNEGIE CENTER, PRINCETON, NEW JERSEY 08540 Item 2(a). Name of Person Filing: This statement is filed by: SOLUS ALTERNATIVE ASSET MANAGEMENT LP The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. Item 2(b). Address of Principal Business Office or, if None, Residence: 430 PARK AVENUE, 9TH FLOOR, NEW YORK, NY 10022 Item 2(c). Citizenship: DELAWARE Item 2(d). Title of Class of Securities: COMMON STOCK Item 2(e). CUSIP Number: 629377508 CUSIP No. 629377508 13G Page 4 of 6 Pages Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act, (b) [ ] Bank as defined in Section 3(a)(6) of the Act, (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act, (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940, (e) [X] Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E), (f) [ ] Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F), (g) [ ] Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G), (h) [ ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act, (i) [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940, (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check the box. [ ] Item 4. Ownership. (a) Amount beneficially owned: 23,450,000 (b) Percent of class: 9.83% (c)(i) Sole power to vote or direct the vote: 23,450,000 (ii) Shared power to vote or direct the vote: N/A (iii) Sole power to dispose or direct the disposition: 23,450,000 (iv) Shared power to dispose or direct the disposition: N/A CUSIP No. 629377508 13G Page 5 of 6 Pages Item 5. Ownership of Five Percent or Less of a Class. N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. AS OF DECEMBER 31, 2007, ACCOUNTS MANAGED ON A DISCRETIONARY BASIS BY THE REPORTING PERSON HAD THE RIGHT TO RECEIVE OR THE POWER TO DIRECT THE RECEIPT OF DIVIDENDS OR THE PROCEEDS FROM THE SALE OF THE COMMON STOCK. ONE SUCH ACCOUNT, SOLA LTD, HAD THE RIGHT TO RECEIVE OR THE POWER TO DIRECT THE RECEIPT OF DIVIDENDS OR THE PROCEEDS FROM THE SALE OF MORE THAN 5% OF THE COMMON STOCK. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. N/A Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of Group. N/A Item 10. Certification. The Reporting Person hereby makes the following certification: BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE AND BELIEF, THE SECURITIES REFERRED TO ABOVE WERE ACQUIRED AND ARE HELD IN THE ORDINARY COURSE OF BUSINESS AND WERE NOT ACQUIRED AND ARE NOT HELD FOR THE PURPOSE OF OR WITH THE EFFECT OF CHANGING OR INFLUENCING THE CONTROL OF THE ISSUER OF THE SECURITIES AND WERE NOT ACQUIRED AND ARE NOT HELD IN CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION HAVING THAT PURPOSE OR EFFECT. CUSIP No. 629377508 13G Page 6 of 6 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATE: FEBRUARY 14, 2008 SOLUS ALTERNATIVE ASSET MANAGEMENT LP BY: /S/ Joseph Lonetto ------------------------------ NAME: Joseph Lonetto TITLE: Chief Legal Officer -----END PRIVACY-ENHANCED MESSAGE-----