-----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, Vddh+DiEaFX2fhwODIpx/F2t8yVegN4W0QskL+u53l3QmrKiHAD24w29n+0fANL2 nLK3eYFchNUHBFzUj4ybdQ== 0001104659-06-054163.txt : 20060811 0001104659-06-054163.hdr.sgml : 20060811 20060811174300 ACCESSION NUMBER: 0001104659-06-054163 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060811 DATE AS OF CHANGE: 20060811 GROUP MEMBERS: BLACKSTONE CAPITAL PARTNERS IV-A L.P. GROUP MEMBERS: BLACKSTONE FAMILY INVESTMENT PARTNERSHIP IV-A L.P. GROUP MEMBERS: BLACKSTONE MANAGEMENT ASSOCIATES IV L.L.C. GROUP MEMBERS: BLACKSTONE PARTICIPATION PARTNERSHIP IV L.P. GROUP MEMBERS: BLACKSTONE TG CAPITAL PARTNERS IV L.P. GROUP MEMBERS: BLACKSTONE TG CAPITAL PARTNERS IV-B L.P. GROUP MEMBERS: H&F EXECUTIVE FUND IV, L.P. GROUP MEMBERS: H&F INTERNATIONAL PARTNERS IV-A, L.P. GROUP MEMBERS: H&F INTERNATIONAL PARTNERS IV-C, L.P. GROUP MEMBERS: H&F INVESTORS IV, LLC GROUP MEMBERS: H&F TGN AIV, L.P. GROUP MEMBERS: HELLMAN & FRIEDMAN CAPITAL PARTNERS IV, L.P. GROUP MEMBERS: KKR ASSOCIATES MILLENNIUM (ENERGY) L.P. GROUP MEMBERS: KKR MILLENNIUM FUND (ENERGY) L.P. GROUP MEMBERS: KKR MILLENNIUM GP (ENERGY) LLC GROUP MEMBERS: KKR PARTNERS III, L.P. (SERIES I) GROUP MEMBERS: PETER G. PETERSON GROUP MEMBERS: STEPHEN A. SCHWARZMAN GROUP MEMBERS: TPG ADVISORS IV, INC. 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59253 FILM NUMBER: 061025955 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: TPG ADVISORS III INC CENTRAL INDEX KEY: 0001107479 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178714000 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 a06-17936_4sc13da.htm AMENDMENT

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No.  1)*

NRG Energy, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

629377508

(CUSIP Number)

 

David Foley

Georgia Lee

The Blackstone Group

H&F Investors IV, LLC

345 Park Avenue

One Maritime Plaza, 12th Floor

New York, NY 10154

San Francisco, CA 94111

(212) 583-5000

(415) 788-5111

 

 

Marc Lipschultz

David A. Spuria, Esq.

Kohlberg Kravis Roberts & Co. L.P.

Texas Pacific Group

9 West 57th Street

301 Commerce Street, Suite 3300

New York, NY 10019

Fort Worth, TX 76102

(212) 750-8300

(817) 871-4000

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

August 9, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose 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

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Blackstone TG Capital Partners IV L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (see Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
6,619,165

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
6,619,165*

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,619,165*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.8%**

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

 

 

* See Item 5 below.

 

** The calculation of the foregoing percentage is based on 137,015,810 shares of Issuer Common Stock outstanding as of August 2, 2006, as reported in the Issuer’s Prospectus Supplement filed on August 11, 2006.

 

2



 

CUSIP No.   629377508

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Blackstone Capital Partners IV-A L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (see Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
115,370

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
115,370*

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
115,370*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.1%**

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

 

 

* See Item 5 below.

 

** The calculation of the foregoing percentage is based on 137,015,810 shares of Issuer Common Stock outstanding as of August 2, 2006, as reported in the Issuer’s Prospectus Supplement filed on August 11, 2006.

 

3



 

CUSIP No.   629377508

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Blackstone Participation Partnership IV L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (see Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
15,251

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
15,251*

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
15,251*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.0%**

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

 

 

* See Item 5 below.

 

** The calculation of the foregoing percentage is based on 137,015,810 shares of Issuer Common Stock outstanding as of August 2, 2006, as reported in the Issuer’s Prospectus Supplement filed on August 11, 2006.

 

4



 

CUSIP No.   629377508

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Blackstone Family Investment Partnership IV-A L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (see Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
416,320

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
416,320*

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
416,320*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.3%**

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

 

 

* See Item 5 below.

 

** The calculation of the foregoing percentage is based on 137,015,810 shares of Issuer Common Stock outstanding as of August 2, 2006, as reported in the Issuer’s Prospectus Supplement filed on August 11, 2006.

 

5



 

CUSIP No.   629377508

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Blackstone TG Capital Partners IV-B L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (see Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,259,655

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
1,259,655*

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,259,655*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.9%**

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

 

 

* See Item 5 below.

 

** The calculation of the foregoing percentage is based on 137,015,810 shares of Issuer Common Stock outstanding as of August 2, 2006, as reported in the Issuer’s Prospectus Supplement filed on August 11, 2006.

 

6



 

CUSIP No.   629377508

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Blackstone Management Associates IV L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (see Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
8,425,761

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
8,425,761*

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
8,425,761*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
6.1%**

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

 

 

* See Item 5 below.

 

** The calculation of the foregoing percentage is based on 137,015,810 shares of Issuer Common Stock outstanding as of August 2, 2006, as reported in the Issuer’s Prospectus Supplement filed on August 11, 2006.

 

7



 

CUSIP No.   629377508

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Peter G. Peterson

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (see Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
U.S.A.

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
8,425,761

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
8,425,761*

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
8,425,761*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
6.1%**

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

 

 

* See Item 5 below.

 

** The calculation of the foregoing percentage is based on 137,015,810 shares of Issuer Common Stock outstanding as of August 2, 2006, as reported in the Issuer’s Prospectus Supplement filed on August 11, 2006.

 

8



 

CUSIP No.   629377508

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Stephen A. Schwarzman

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (see Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
U.S.A.

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
8,425,761

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
8,425,761*

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
8,425,761*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
6.1%**

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

 

 

* See Item 5 below.

 

** The calculation of the foregoing percentage is based on 137,015,810 shares of Issuer Common Stock outstanding as of August 2, 2006, as reported in the Issuer’s Prospectus Supplement filed on August 11, 2006.

 

9



 

CUSIP No.   629377508

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Hellman & Friedman Capital Partners IV, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (see Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
6,415,953

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
6,415,953*

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,415,953*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.7%**

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

 

 

* See Item 5 below.

 

** The calculation of the foregoing percentage is based on 137,015,810 shares of Issuer Common Stock outstanding as of August 2, 2006, as reported in the Issuer’s Prospectus Supplement filed on August 11, 2006.

 

10



 

CUSIP No.   629377508

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
H&F International Partners IV-A, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (see Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
524,231

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
524,231*

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
524,231*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.4%**

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

 

 

* See Item 5 below.

 

** The calculation of the foregoing percentage is based on 137,015,810 shares of Issuer Common Stock outstanding as of August 2, 2006, as reported in the Issuer’s Prospectus Supplement filed on August 11, 2006.

 

11



 

CUSIP No.   629377508

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
H&F International Partners IV-C, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (see Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
2,358

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
2,358*

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,358*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.0%**

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

 

 

* See Item 5 below.

 

** The calculation of the foregoing percentage is based on 137,015,810 shares of Issuer Common Stock outstanding as of August 2, 2006, as reported in the Issuer’s Prospectus Supplement filed on August 11, 2006.

 

12



 

CUSIP No.   629377508

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
H&F Executive Fund IV, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (see Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
169,176

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
169,176*

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
169,176*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.1%**

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

 

 

* See Item 5 below.

 

** The calculation of the foregoing percentage is based on 137,015,810 shares of Issuer Common Stock outstanding as of August 2, 2006, as reported in the Issuer’s Prospectus Supplement filed on August 11, 2006.

 

13



 

CUSIP No.   629377508

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
H&F TGN AIV, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (see Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,322,024

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
1,322,024*

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,322,024*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
1.0%**

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

 

 

* See Item 5 below.

 

** The calculation of the foregoing percentage is based on 137,015,810 shares of Issuer Common Stock outstanding as of August 2, 2006, as reported in the Issuer’s Prospectus Supplement filed on August 11, 2006.

 

14



 

CUSIP No.   629377508

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
H&F Investors IV, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (see Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
8,433,742

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
8,433,742*

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
8,433,742*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
6.2%**

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

 

 

* See Item 5 below.

 

** The calculation of the foregoing percentage is based on 137,015,810 shares of Issuer Common Stock outstanding as of August 2, 2006, as reported in the Issuer’s Prospectus Supplement filed on August 11, 2006.

 

15



 

CUSIP No.   629377508

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
KKR Millennium Fund (Energy) L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (see Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
8,199,882

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
8,199,882*

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
8,199,882*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
6.0%**

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

 

 

* See Item 5 below.

 

** The calculation of the foregoing percentage is based on 137,015,810 shares of Issuer Common Stock outstanding as of August 2, 2006, as reported in the Issuer’s Prospectus Supplement filed on August 11, 2006.

 

16



 

CUSIP No.   629377508

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
KKR Associates Millennium (Energy) L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (see Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
8,199,882

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
8,199,882*

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
8,199,882*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
6.0%**

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

 

 

* See Item 5 below.

 

** The calculation of the foregoing percentage is based on 137,015,810 shares of Issuer Common Stock outstanding as of August 2, 2006, as reported in the Issuer’s Prospectus Supplement filed on August 11, 2006.

 

17



 

CUSIP No.   629377508

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
KKR Partners III, L.P. (Series I)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (see Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
431,572

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
431,572*

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
431,572*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.3%**

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

 

 

* See Item 5 below.

 

** The calculation of the foregoing percentage is based on 137,015,810 shares of Issuer Common Stock outstanding as of August 2, 2006, as reported in the Issuer’s Prospectus Supplement filed on August 11, 2006.

 

18



 

CUSIP No.   629377508

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
KKR Millennium GP (Energy) LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (see Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
8,631,454

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
8,631,454*

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
8,631,454*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
6.3%**

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

 

 

* See Item 5 below.

 

** The calculation of the foregoing percentage is based on 137,015,810 shares of Issuer Common Stock outstanding as of August 2, 2006, as reported in the Issuer’s Prospectus Supplement filed on August 11, 2006.

 

19



 

CUSIP No.   629377508

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
TPG Advisors III, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (see Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
3,145,561

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
3,145,561*

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,145,561*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
2.3%**

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

 

 

* See Item 5 below.

 

** The calculation of the foregoing percentage is based on 137,015,810 shares of Issuer Common Stock outstanding as of August 2, 2006, as reported in the Issuer’s Prospectus Supplement filed on August 11, 2006.

 

20



 

CUSIP No.   629377508

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
TPG Advisors IV, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (see Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
5,068,444

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
5,068,444*

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,068,444*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
3.7%**

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

 

 

* See Item 5 below.

 

** The calculation of the foregoing percentage is based on 137,015,810 shares of Issuer Common Stock outstanding as of August 2, 2006, as reported in the Issuer’s Prospectus Supplement filed on August 11, 2006.

 

21



 

This Amendment No. 1 supplements and amends Items 4, 5, 6 and 7 of the statements on Schedule 13D relating to the common stock, $0.01 par value per share (“Issuer Common Stock”), of NRG Energy, Inc., a Delaware corporation (the “Issuer”), filed on February 10, 2006 by each of: (i) Blackstone TG Capital Partners IV L.P., Blackstone Capital Partners IV-A L.P., Blackstone Participation Partnership IV L.P., Blackstone Family Investment Partnership IV-A L.P., Blackstone TG Capital Partners IV-B L.P., Blackstone Management Associates IV L.L.C., Peter G. Peterson and Stephen A. Schwarzman (the “Blackstone 13D”); (ii) Hellman & Friedman Capital Partners IV, L.P., H&F International Partners IV-A, L.P., H&F International Partners IV-C, L.P., H&F Executive Fund IV, L.P., H&F TGN AIV, L.P. and H&F Investors IV, LLC (the “H&F 13D”); (iii) KKR Millennium Fund (Energy) L.P., KKR Associates Millennium (Energy) L.P., KKR Millennium GP (Energy) LLC, and KKR Partners III, L.P. (Series I) (the “KKR 13D”); and (iv) TPG Advisors III, Inc. and TPG Advisors IV, Inc. (the “TPG 13D”, and together with the Blackstone 13D, H&F 13D and KKR 13D, each a “Schedule 13D”, and together, the “Schedules 13D”).  Each Item below amends and supplements the information disclosed under the corresponding Item of each of the Schedules 13D.

 

This Amendment No. 1 shall refer (a) to the Blackstone Funds (as defined in the Blackstone 13D), the H&F Partnerships (as defined in the H&F 13D), Millennium Energy and KKR Partners (each as defined in the KKR 13D) and the TPG Funds (as defined in the TPG 13D) collectively as the “Funds” and (b) to the persons and entities listed in clauses (i) through (iv) of the preceding paragraph collectively as the “Reporting Persons”.

 

Item 4.

Purpose of Transaction

Item 4 of each Schedule 13D is hereby amended and supplemented by adding immediately before the penultimate paragraph thereof the following:

Underwriting Agreement.  On August 9, 2006, representatives of the Funds jointly invited several financial institutions to bid to purchase some or all of the Issuer Common Stock owned by the Funds.  On August 9, 2006, the Funds entered into an underwriting agreement (the “Underwriting Agreement”) among the Issuer, the Funds and Morgan Stanley & Co. Incorporated (the “Underwriter”), pursuant to which the Funds agreed to sell an aggregate of 16,852,481 shares of Issuer Common Stock pursuant to an underwritten offering registered on the Issuer’s registration statement on Form S-3 (File No. 333-130549).  The closing of these sales is expected to occur on August 15, 2006.

The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the complete text of the Underwriting Agreement filed as Exhibit 4 hereto.

 

 

Item 5.

Interest in Securities of the Issuer

Item 5(a) and (b) of each Schedule 13D is hereby amended and supplemented by adding at the end thereof the following:

Collectively, the Funds directly own a total of 33,704,962 shares of Issuer Common Stock, or approximately 24.6% of the outstanding shares of Issuer Common Stock, based on 137,015,810 shares of Issuer Common Stock outstanding as of August 2, 2006, as reported in the Issuer’s Prospectus Supplement filed on August 11, 2006.  Because of the matters described in Item 4, the Funds may be deemed to have formed a “group” within the meaning of Section 13(d) of the Securities Exchange Act with respect to the disposition of Issuer Common Stock, and each Fund may therefore be deemed to have beneficial ownership of all Issuer Common Stock beneficially owned by each of the Funds.

The Funds are not acting and do not presently intend to act in a manner that could deem the Funds to be a “group” within the meaning of Section 13(d) of the Securities Exchange Act or to act in concert with respect to voting of their shares of Issuer Common Stock or with respect to seeking to influence the management or policies of the Issuer. 

Neither the filing of Amendment No. 1 to this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person or any other person described in Item 2 of the Schedules 13D or

 

22



 

listed in any schedule thereto is the beneficial owner of the Issuer Common Stock referred to herein or is a member of any “group” within the meaning of Section 13(d) of the Securities Exchange Act or for any other purpose, and such beneficial ownership and membership in any such group is expressly disclaimed.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of each Schedule 13D is hereby amended and supplemented to incorporate by reference the amendments and supplements to Item 4 herein.

 

 

Item 7.

Material to Be Filed as Exhibits

Item 7 of each Schedule 13D is hereby amended and supplemented by adding at the end thereof the following:

4.  Underwriting Agreement, dated as of August 9, 2006, among the Issuer, the Funds and the Underwriter (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on August 11, 2006).

5.  Joint Filing Agreement, dated August 11, 2006, among the persons listed on the signature pages thereto relating to the joint filing of an amendment to certain statements on Schedule 13D (filed herewith).

 

23



SIGNATURE

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.

Dated: August 11, 2006

BLACKSTONE TG CAPITAL PARTNERS IV L.P.

 

 

 

By:

Blackstone Management Associates IV L.L.C., as General Partner

 

 

 

 

 

 

 

By:

/s/ David Foley

 

 

 

Name:

David Foley

 

 

Title:

Member

 

 

 

 

 

 

 

BLACKSTONE TG CAPITAL PARTNERS IV-B L.P.

 

 

 

By:

Blackstone Management Associates IV L.L.C., as General Partner

 

 

 

 

 

 

 

By:

/s/ David Foley

 

 

 

Name:

David Foley

 

 

Title:

Member

 

 

 

 

 

 

 

BLACKSTONE CAPITAL PARTNERS IV-A L.P.

 

 

 

By:

Blackstone Management Associates IV L.L.C., as General Partner

 

 

 

 

 

 

 

By:

/s/ David Foley

 

 

 

Name:

David Foley

 

 

Title:

Member

 

 

 

 

 

 

 

BLACKSTONE PARTICIPATION PARTNERSHIP IV L.P.

 

 

 

By:

Blackstone Management Associates IV L.L.C., as General Partner

 

 

 

 

 

 

 

By:

/s/ David Foley

 

 

 

Name:

David Foley

 

 

Title:

Member

 

 

 

 

 

 

 

BLACKSTONE FAMILY INVESTMENT PARTNERSHIP IV-A L.P.

 

 

 

By:

Blackstone Management Associates IV L.L.C., as General Partner

 

 

 

 

 

 

 

By:

/s/ David Foley

 

 

 

Name:

David Foley

 

 

Title:

Member

 

24



 

BLACKSTONE MANAGEMENT ASSOCIATES IV L.L.C.

 

 

 

By:

/s/ David Foley

 

 

 

Name:

David Foley

 

 

Title:

Member

 

 

 

 

 

 

 

/s/ Peter G. Peterson

 

 

PETER G. PETERSON

 

 

 

 

 

/s/ Stephen A. Schwarzman

 

 

STEPHEN A. SCHWARZMAN

 

25



 

HELLMAN & FRIEDMAN CAPITAL PARTNERS IV, L.P.

 

 

 

By:

H&F Investors IV, LLC, its General Partner

 

 

 

 

By:

/s/ Georgia Lee

 

 

 

 Georgia Lee, Managing Director

 

 

 

 

 

 

 

H&F INTERNATIONAL PARTNERS IV-A, L.P.

 

 

 

By:

H&F Investors IV, LLC, its General Partner

 

 

 

 

By:

/s/ Georgia Lee

 

 

 

 Georgia Lee, Managing Director

 

 

 

 

 

 

 

H&F INTERNATIONAL PARTNERS IV-C, L.P.

 

 

 

By:

H&F Investors IV, LLC, its General Partner

 

 

 

 

By:

/s/ Georgia Lee

 

 

 

 Georgia Lee, Managing Director

 

 

 

 

 

 

 

H&F EXECUTIVE FUND IV, L.P.

 

 

 

By:

H&F Investors IV, LLC, its General Partner

 

 

 

 

By:

/s/ Georgia Lee

 

 

 

 Georgia Lee, Managing Director

 

 

 

 

 

 

 

H&F TGN AIV, L.P.

 

 

 

By:

H&F Investors IV, LLC, its General Partner

 

 

 

 

By:

/s/ Georgia Lee

 

 

 

 Georgia Lee, Managing Director

 

 

 

 

 

 

 

H&F INVESTORS IV, LLC

 

 

 

By:

/s/ Georgia Lee

 

 

 

 Georgia Lee, Managing Director

 

26



 

KKR MILLENNIUM FUND (ENERGY) L.P.

 

 

 

By:

KKR Associates Millennium (Energy) L.P., its General Partner

 

 

 

 

By:

KKR Millennium GP (Energy) LLC, its General Partner

 

 

 

 

 

 

 

By:

/s/ Marc S. Lipschultz

 

 

 

Name:

Marc S. Lipschultz

 

 

Title:

Member

 

 

 

 

 

 

 

KKR PARTNERS III, L.P. (SERIES I)

 

 

 

 

 

By:

KKR Millennium GP (Energy) LLC, a General Partner

 

 

 

 

By:

/s/ Marc S. Lipschultz

 

 

 

Name:

Marc S. Lipschultz

 

 

Title:

Member

 

 

 

 

 

 

 

KKR ASSOCIATES MILLENNIUM (ENERGY) L.P.

 

 

 

 

 

By:

KKR Millennium GP (Energy) LLC, its General Partner

 

 

 

 

By:

/s/ Marc S. Lipschultz

 

 

 

Name:

Marc S. Lipschultz

 

 

Title:

Member

 

 

 

 

 

 

 

KKR MILLENNIUM GP (ENERGY) LLC

 

 

 

 

 

By:

/s/ Marc S. Lipschultz

 

 

 

Name:

Marc S. Lipschultz

 

 

Title:

Member

 

27



 

TPG ADVISORS III, INC.

 

 

 

By:

/s/ David A. Spuria

 

 

 

Name:

David A. Spuria

 

 

Title:

Vice President

 

 

 

 

 

 

 

TPG ADVISORS IV, INC.

 

 

 

 

By:

/s/ David A. Spuria

 

 

 

Name:

David A. Spuria

 

 

Title:

Vice President

 

28



INDEX TO EXHIBITS

Exhibit Number

 

Description of Exhibits

4.

 

Underwriting Agreement, dated as of August 9, 2006, among the Issuer, the Funds and the Underwriter (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on August 11, 2006).

5.

 

Joint Filing Agreement, dated August 11, 2006, among the parties listed on the signature pages thereto relating to the joint filing of an amendment to certain statements on Schedule 13D (filed herewith).

 

29


 EX-5 2 a06-17936_4ex5.htm EX-5

Exhibit 5

JOINT FILING AGREEMENT

Dated as of August 11, 2006

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of the undersigned of Amendment No. 1 to the Schedules 13D filed by the undersigned on February 10, 2006 (including any and all amendments to such Amendment No. 1) with respect to the shares of common stock, par value $0.01 per share, of NRG Energy, Inc., a Delaware corporation, and that this Joint Filing Agreement may be included as an Exhibit to such joint filing.

Each of the undersigned agrees that each party hereto is responsible for the timely filing of such Amendment No. 1 (including any and all amendments thereto) and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning any other party, unless such party actually knows that such information is incorrect.  Each party will indemnify the other parties for any incompleteness or inaccuracy in such information concerning the indemnifying party.

This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.

[Rest of page intentionally left blank]



IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the date first written above.

BLACKSTONE TG CAPITAL PARTNERS IV L.P.

 

 

 

By:

Blackstone Management Associates IV L.L.C., as General

 

 

Partner

 

 

 

 

By:

/s/ David Foley

 

 

 

Name:

David Foley

 

 

Title:

Member

 

 

 

 

 

 

 

BLACKSTONE TG CAPITAL PARTNERS IV-B L.P.

 

 

 

By:

Blackstone Management Associates IV L.L.C., as General

 

 

Partner

 

 

 

 

By:

/s/ David Foley

 

 

 

Name:

David Foley

 

 

Title:

Member

 

 

 

 

 

 

 

BLACKSTONE CAPITAL PARTNERS IV-A L.P.

 

 

 

By:

Blackstone Management Associates IV L.L.C., as General

 

 

Partner

 

 

 

 

By:

/s/ David Foley

 

 

 

Name:

David Foley

 

 

Title:

Member

 

 

 

 

 

BLACKSTONE PARTICIPATION PARTNERSHIP IV L.P.

 

 

 

By:

Blackstone Management Associates IV L.L.C., as General

 

 

Partner

 

 

 

 

By:

/s/ David Foley

 

 

 

Name:

David Foley

 

 

Title:

Member

 

 

 

 

 

 

 

 

 

BLACKSTONE FAMILY INVESTMENT PARTNERSHIP IV-
A L.P.

 

 

 

By:

Blackstone Management Associates IV L.L.C., as General

 

 

Partner

 

 

 

 

By:

/s/ David Foley

 

 

 

Name:

David Foley

 

 

Title:

Member

 

2



 

BLACKSTONE MANAGEMENT ASSOCIATES IV L.L.C.

 

 

 

By:

/s/ David Foley

 

 

 

Name:

David Foley

 

 

Title:

Member

 

 

 

 

 

 

 

/s/ Peter G. Peterson

 

 

PETER G. PETERSON

 

 

 

 

 

 

 

/s/ Stephen A. Schwarzman

 

 

STEPHEN A. SCHWARZMAN

 

3



 

HELLMAN & FRIEDMAN CAPITAL PARTNERS IV, L.P.

 

 

 

By:

H&F Investors IV, LLC, its General Partner

 

 

 

 

By:

/s/ Georgia Lee

 

 

 

Georgia Lee, Managing Director

 

 

 

 

 

 

 

H&F INTERNATIONAL PARTNERS IV-A, L.P.

 

 

 

By:

H&F Investors IV, LLC, its General Partner

 

 

 

 

By:

/s/ Georgia Lee

 

 

 

Georgia Lee, Managing Director

 

 

 

 

 

 

 

H&F INTERNATIONAL PARTNERS IV-C, L.P.

 

 

 

By:

H&F Investors IV, LLC, its General Partner

 

 

 

 

By:

/s/ Georgia Lee

 

 

 

Georgia Lee, Managing Director

 

 

 

 

 

 

 

H&F EXECUTIVE FUND IV, L.P.

 

 

 

By:

H&F Investors IV, LLC, its General Partner

 

 

 

 

By:

/s/ Georgia Lee

 

 

 

Georgia Lee, Managing Director

 

 

 

 

 

 

 

H&F TGN AIV, L.P.

 

 

 

By:

H&F Investors IV, LLC, its General Partner

 

 

 

 

By:

/s/ Georgia Lee

 

 

 

Georgia Lee, Managing Director

 

 

 

 

 

 

 

H&F INVESTORS IV, LLC

 

 

 

By:

/s/ Georgia Lee

 

 

 

Georgia Lee, Managing Director

 

4



 

KKR MILLENNIUM FUND (ENERGY) L.P.

 

 

 

By:

KKR Associates Millennium (Energy) L.P., its General

 

 

Partner

 

 

 

 

By:

KKR Millennium GP (Energy) LLC, its General Partner

 

 

 

 

By:

/s/ Marc S. Lipschultz

 

 

 

Name:

Marc S. Lipschultz

 

 

Title:

Member

 

 

 

 

 

 

 

 

 

KKR PARTNERS III, L.P. (SERIES I)

 

 

 

By:

KKR Millennium GP (Energy) LLC, a General Partner

 

 

 

 

By:

/s/ Marc S. Lipschultz

 

 

 

Name:

Marc S. Lipschultz

 

 

Title:

Member

 

 

 

 

 

 

 

 

 

KKR ASSOCIATES MILLENNIUM (ENERGY) L.P.

 

 

 

By:

KKR Millennium GP (Energy) LLC, its General Partner

 

 

 

 

By:

/s/ Marc S. Lipschultz

 

 

 

Name:

Marc S. Lipschultz

 

 

Title:

Member

 

 

 

 

 

 

 

 

 

KKR MILLENNIUM GP (ENERGY) LLC

 

 

 

By:

/s/ Marc S. Lipschultz

 

 

 

Name:

Marc S. Lipschultz

 

 

Title:

Member

 

5



 

TPG ADVISORS III, INC.

 

 

 

By:

/s/ David A. Spuria

 

 

 

Name:

David A. Spuria

 

 

Title:

Vice President

 

 

 

 

 

TPG ADVISORS IV, INC.

 

 

 

By:

/s/ David A. Spuria

 

 

 

Name:

David A. Spuria

 

 

Title:

Vice President

 

6


 -----END PRIVACY-ENHANCED MESSAGE-----