SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 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) November 15, 2001
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Mirant Corporation
(Exact name of registrant as specified in its charter)
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Delaware 001-16107 58-2056305
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(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) No.)
1155 Perimeter Center West Suite 100, Atlanta, Georgia 30338
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (678) 579-5000
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N/A
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(Former name or former address, if changed since last report.)
Item 5. Other
Recent Developments
o As of November 15, 2001, in connection with our Sual Pagbilao power plants
as discussed in our most recent Form 10-Q, each of the lenders under the
credit facilities for our Philippines generating facilities for our Sual
and Pagbilao Philippines generating facilities had executed temporary
waivers of default with respect to insurance coverage required under the
respective credit facilities, subject to the satisfaction of specific
conditions, which have subsequently been satisfied. The waivers are
effective through April 30, 2002. We are working with the respective lender
groups to secure permanent waivers.
o On November 27, 2001, in connection with the New York Independent System
Operator Automatic Mitigation Plan as discussed in our most recent Form
10-Q, the FERC issued an order extending the effectiveness of the Automatic
Mitigation Procedure through April 30, 2002.
o On December 3, 2001, we announced that we had entered into an agreement in
which Vattenfall AB will buy 44.8% ownership position in Berliner Kraft-
und Licht (BEWAG), located in Berlin, Germany, for $1.63 billion. The sale
is contingent upon approval by relevant anti-trust authorities.
o On December 6, 2001, in connection with the California price mitigation and
refund proceeding and the California Independent System Operator claims
proceeding before the FERC, each as described in our most recent Form 10-Q,
the FERC issued an order deferring the hearings to determine the amount of
any refunds and amounts owed for sales made to the CAISO/PX that were to be
held from December 2001 and February 2002. In an order issued on December
19, 2001, the FERC directed the resumption of those proceedings. In the
December 19 order, the FERC also affirmed on rehearing the methodology for
calculating refunds set forth in the July 25, 2001 FERC order, in pertinent
part, and the prospective price mitigation methodology set forth in the
June 19, 2001 FERC order.
o On December 14, 2001, in connection with the Mobile Energy and Mobile
Energy Services Holdings bankruptcy proceeding as described in our most
recent Form 10-Q, Mobile Energy filed a third joint plan of reorganization
that outlines alternative ways by which the Mobile Energy bondholders would
acquire ownership of Mobile Energy. Under either proposed approach,
Southern Company's interest would be terminated. Approval of that proposed
plan of reorganization would result in a termination of Southern Company's
direct and indirect ownership interests in both entities, but would not
affect Southern Company's continuing guarantee obligations that are in the
2000 financial statements. The amended plan has no effect on the Company's
indemnity obligations to Southern. The final outcome of this matter cannot
now be determined.
o Ratings:
- On December 19, 2001, Moody's Investors Service lowered its rating on
our senior unsecured debt from Baa2 (investment grade) to Ba1
(non-investment grade). Moody's also lowered its rating on the
following of our subsidiaries or subsidiary issues: Mirant Americas
Energy Marketing L.P., Mirant Trust I and Mirant Americas Generation,
LLC. We are in the process of evaluating the impact of this action on
our business, which will include among other things the posting of
significant additional collateral.
- On December 20, 2001, Standard & Poor's Rating Services affirmed our
its investment grade credit rating of BBB- for us and our affiliates.
- As of December 20, 2001, Fitch had our senior unsecured debt rated as
BBB and our trust preferred securities rated as BBB- with a negative
watch.
- While the forgoing indicates the ratings from these agencies, we note
that these ratings are not a recommendations to buy, sell or hold our
securities, that the ratings may be subject to revision or withdrawal
at any time by the assigning rating organization and that each rating
should be evaluated independently of any other rating.
o On December 20, 2001, we entered into an underwriting agreement, dated
December 20, 2001 (the "Underwriting Agreement"), by and between us and
Credit Suisse First Boston Corporation (the "Underwriter"), for the
issuance and sale to the Underwriter of an aggregate of 60,000,000 shares
of our common stock, par value $0.01 per share. A copy of the Underwriting
Agreement is filed herewith as Exhibit 1.1 to this report.
o As of December 21, 2001, with respect to the announced agreement to acquire
a 97.5% ownership interest in EcoElectrica Holdings Ltd. as discribed in
our most recent Form 10-Q, we are working diligently to close the
transaction. However, due to certain unresolved conditions precedent to
closing the transaction, we do not anticipate that the sale will take place
prior to December 31, 2001. Under the purchase agreement, if the
transaction does not close on or before December 31, 2001, then the
purchase agreement is cancelable by any party. If, as we expect, the
transaction does not close before year-end, we will reevaluate the
desirability of the transaction based on the then-current circumstances.
Item 7. Financial Statements and Exhibits
Exhibits (c)
Exhibit No. Exhibit Name
1.1 Underwriting Agreement dated December [20], 2001, by and
between the Registrant and Credit Suisse First Boston Corporation.
10.39 Bewag Share Purchase Agreement
SIGNATURE
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: December 21, 2001 MIRANT CORPORATION
` By /s/ James A. Ward
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James A. Ward
Senior Vice President, Finance
And Accounting
(Principal Accounting Officer)