UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 15, 2007
Mirant Americas Generation, LLC
(Exact Name of Registrant as Specified in Charter)
Delaware |
| 001-16107 |
| 51-0390520 |
(State or Other Jurisdiction of |
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Incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
1155 Perimeter Center West, Suite 100, Atlanta, Georgia |
| 30338 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (678) 579-5000
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 — REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01. Entry into a Material Definitive Agreement
On January 15, 2007, Mirant Americas Inc. (“Seller”), parent company of Mirant Americas Generation, LLC (the “Company”), entered into a definitive purchase and sale agreement (the “Purchase Agreement”) that provides for the sale of six U.S. natural gas-fired plants, including the Company’s indirectly held Zeeland (903MW) and Bosque (546MW) plants (the “Plants”), to a subsidiary of LS Power Equity Partners I, L.P., LS Power Equity Partners II, L.P. and certain other affiliated funds (collectively, “LS Power”) (the “Transaction”). The aggregate purchase price of the Transaction is $1.407 billion, including an aggregate purchase price for the Plants of $504.5 million, and includes estimated working capital. After the payment of related project-level debt, estimated to be $83 million at the closing, the net proceeds for the Transaction are expected to be $1.324 billion. Proceeds from the sales of the Plants will be reinvested in Mirant North America, a subsidiary of the Company, and/or used to retire debt at Mirant North America.
Under the terms and subject to the conditions set forth in the Purchase Agreement, Seller agreed to cause to be sold all of the equity interests in the Plants to LS Power Acquisition Co I, LLC (“Buyer”), a wholly owned subsidiary of LS Power.
The preceding description of the Purchase Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of such agreement. A copy of the Purchase Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
The transaction is expected to close in the second quarter of 2007. The transaction is conditioned upon, among other things, customary regulatory approval.
SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number |
| Document |
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2.1 |
| Purchase and Sale Agreement, dated as of January 15, 2007, by and between Seller and Buyer |
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99.1 |
| Press Release, dated January 16, 2007 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: January 17, 2007 |
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| Mirant Americas Generation, LLC |
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| /s/ Thomas Legro |
| Thomas Legro |
| Senior Vice President and Controller |
| (Principal Accounting Officer) |
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EXHIBIT INDEX
Exhibit Number |
| Document |
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2.1 |
| Purchase and Sale Agreement, dated as of January 15, 2007, by and between Seller and Buyer |
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99.1 |
| Press Release, dated January 16, 2007 |
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