Kirkland B. Andrews
Analyst · Jon Cohen with ISI Group
Thank you, Mauricio. Turning to Slide 15. Although higher power prices failed to materialize over the summer months, NRG generated $1 billion in adjusted EBITDA during the third quarter, placing us at just under $2 billion for the first 9 months of the year and on track with our guidance range for 2013. Third quarter EBITDA was comprised of $741 million from wholesale, $176 million from our retail businesses and $83 million from NRG Yield. Turning to highlights. On the strength of $844 million in adjusted cash flow from operations and nearly $1.2 billion year-to-date, NRG's liquidity improved to a robust $3.7 billion as of the third quarter. In October, we reached full commercial operations at CVSR on time and on budget, putting us in a position to offer our remaining interest in the project, along with 3 other ROFO Assets through 2014, which I'll describe in greater detail shortly. Finally, during the quarter, we worked to complete negotiations with the relevant stakeholders in the Edison Mission bankruptcy, culminating an agreement to acquire substantially all of EME's assets for $2.635 billion or $1.572 billion net of acquired cash. Turning to the guidance overview on Slide 16. With the summer now behind us, we are narrowing our 2013 guidance ranges for both adjusted EBITDA and free cash flow by $100 million. Specifically, we expect 2013 adjusted EBITDA of $2.55 billion to $2.6 billion. Though a lack of any meaningful hot weather over the summer has caused us to reduce the upper end of our guidance ranges for both wholesale and retail by $50 million, we remain on track to end the year within the revised ranges we've provided on our last earnings call. Guidance for 2013 adjusted EBITDA for NRG Yield remains unchanged at $240 million. We've also narrowed the range of our 2013 free cash flow guidance by $100 million, largely reflecting the impact of the narrowed expectations for adjusted EBITDA. However, while the range have narrowed, we have increased the lower end of the free cash flow guidance by $75 million, reducing the upper end by only $25 million. This is largely due to a reduction in expected working capital and reduced capital expenditures over the balance of the year. Turning to 2014 guidance. As a result of declines in forward power prices in both ERCOT and PJM and the corresponding impact in the expected financial performance for our competitive generation business, we are reducing wholesale adjusted EBITDA guidance by $150 million or about 7.5% reduction versus our prior wholesale guidance. Importantly, however, 2014 adjusted EBITDA guidance for both retail and NRG Yield remains unchanged. These guidance ranges continue to reflect our expectations for NRG standalone, without giving effect to the potential impact of the pending EME transaction. Finally, as a result of the reduction in EBITDA guidance, we have also reduced our guidance range for 2014 free cash flow before growth by $150 million. However, despite lower forward wholesale prices and the reduction in guidance, we still expect NRG to deliver approximately $1 billion in free cash flow before growth in 2014. Turning to Slide 17. As of September 30, as I mentioned, driven by strong operating cash flow, NRG's liquidity now stands at just under $3.7 billion, an increase of over $600 million since our second quarter update and $300 million year-to-date. During the third quarter, NRG generated over $800 million in adjusted cash flow from operations, leading to nearly $1.2 billion year-to-date, which, as shown in the sources and uses table to the right of the slide, was the primary driver, further strengthening corporate liquidity. I'll now turn to Slide 18 for an update on the Edison Mission transaction, which we expect to close in the first quarter of 2014. While the expected timing of closing is not yet known, as previously disclosed, we expect the EME asset to deliver approximately $330 million in adjusted EBITDA for the full year 2014, with $185 million of this EBITDA delivered by 1,600 megawatts of long-term contracted wind and gas generation, which is highly consistent with the NRG Yield asset profile, in quality, counter-party credit and average contract duration. Walnut Creek, a brand-new 500-megawatt combined cycle gas-fired facility, which reached COD in May 2013 under a 10-year contract with Southern California Edison, is highly comparable to NRG Yield's Marsh Landing facility, as well as NRG's El Segundo Energy Center, which is one of the right-of-first offer assets. Approximately 1,100 megawatts of EME's long-term contracted wind portfolio makes up the balance of NRG Yield eligible megawatts and complements NRG and NRG Yield's growing contracted renewal portfolio, enhancing geographic and counter-party diversity. We expect this substantial high-quality contract generation portfolio to generate project cash distributions of approximately $60 million to $70 million, and implied ratio of CAFD or cash available for distribution to EBITDA roughly equal to that of the current NRG Yield portfolio. When combined with the 6 right-of-first offer assets, this would create a pipeline of drop-down candidates representing more than 1.5x the cash available for distribution to be generated by NRG Yield's current portfolio in 2014. Through NRG Yield, we expect to more effectively highlight the value of the contracted portion of EME's asset base, replenish and expand NRG capital for allocation, while further driving dividend growth and total return at NRG Yield. The balance of the Edison Mission portfolio further enhances NRG's geographic and fuel diversity and includes an additional 4,300 megawatts of coal and 1,100 megawatts of gas, providing NRG new opportunities to apply asset optimization best practices. Turning to funding for the transaction. The table to the right of the slide illustrates sources and uses based on the purchase price and implied adjustments using EME's balance sheet cash as of September 30, plus our estimate of anticipated changes in non-recourse project debt over the remainder of 2013. For the asset purchase agreement, the actual purchase price will be adjusted based on the differences between actual project debt and cash at the time of closing versus the amount scheduled in the asset versus agreement. Beginning with uses and using the September 30, 2013, cash balance as an example, along with our estimate of year-end project debt, the implied purchase price adjustment would be $306 million. At closing, we expect approximately $800 million of EME cash to be immediately available to fund a portion of the purchase price. We further expect the remaining cash will become available in the months following the closing of transaction. Excluding a non-recourse debt, which will be assumed as a part of the transaction, total implied uses, net of $800 million in estimated EME cash available at closing, will be just over $2.15 billion. Turning briefly to sources. The purchase price for the transaction will be paid in cash, plus 12.7 million shares of NRG common stock. We expect to fund the cash portion of the purchase price using a combination of $800 million in NRG excess cash, $700 million in corporate debt, which is sized to permit us to maintain our target balance sheet management ratios, with the balance funded through a temporary draw of NRG's revolving credit facility, which we'll repay using the expected release of EME working capital during 2014. Moving to Slide 19. I'd like to provide an update on the impact of the EME transaction on NRG's 2013 capital allocation. On the far left of the chart, we began with $1.105 billion in 2013 excess cash at the midpoint, as shown in our capital allocation slide from the second quarter. Changes in excess cash since our last update include an increase of $200 million, which consist of $25 million based on the increase in the midpoint of our 2013 free cash flow guidance, with the balance due to the suspension of the remaining $175 million in share repurchases for 2013. This increase in cash is basically offset by uses of excess cash since the second quarter update of $198 million, which largely consist of acquisition and integration activity, plus changes in growth investments, leaving excess cash unchanged since our second quarter update, prior to taking into account the EME transaction. As I reviewed on the preceding slide, we are reserving $800 million of excess NRG cash to fund the transaction. On a pro forma basis, however, after giving effect to the expected release of additional EME cash of approximately $250 million, NRG will use approximately half of our 2013 excess cash to fund the EME transaction. Importantly, this is before giving effect to any proceeds resulting from the drop-down of ROFO Assets offered to NRG Yield, which we'd expect through 2014 and I'll review in greater detail on the next slide. And in addition, beyond the ROFO Assets, drop-down of EME's substantial portfolio of NRG Yield eligible assets would further serve to expand NRG's capital following the EME transaction. And we'd expect to provide further clarity on this once the transaction is closed. Finally, turning to Slide 20, I'd like to provide an update on our intentions for NRG's assets under the right-to-first offer or ROFO agreement with NRG Yield. NRG intends to offer 4 of the 6 ROFO Assets through 2014. Specifically, we intend to offer NRG Yield the opportunity to acquire El Segundo, High Desert, Kansas South and NRG's remaining interest in CVSR, which on a combined basis, represent over 700 megawatts and approximately $55 million in cash available for distribution. This represents more than a 50% increase in cash billed for distribution over the current NRG Yield portfolio. Beyond 2014, NRG currently expects to offer the remaining ROFO Assets, including NRG's 51% interest in Agua Caliente and our 50.1% interest in Ivanpah. These assets are expected to provide an additional $45 million in cash build for distribution, and when combined with the CAD [ph] from the ROFO assets to be offered through 2014, would double the cash available for distribution at NRG Yield. These potential transactions will not only provide NRG Yield the opportunity to meaningfully increase cash available, driving dividend growth and total return, but will allow NRG to optimize value and meaningfully increase cash available for allocation via the cash portion of drop-down proceeds. With that, I'll turn it back to David for his closing remarks.