Filed by Mirant Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934, as amended
Subject Company: Mirant Corporation
(Commission File No. 001-16107)
Below is a copy of the presentation that was given by Mirant on its First Quarter 2010 Earnings Results on May 7, 2010
Dickerson Generating Station
Mirant Corporation
First Quarter 2010 Earnings Results
May 7, 2010 |
2
Safe Harbor Statement
Forward-Looking Statements
This presentation may contain statements, estimates or projections that constitute
forward-looking statements as defined under U.S. federal
securities laws. In some cases, one can identify forward-looking statements by
terminology such as will, expect, plan, lead, project or the
negative of these terms or other comparable terminology. Forward-looking statements
are subject to certain risks and uncertainties that could cause actual results
to differ materially from Mirants historical experience and our present expectations or projections. These risks include, but are not
limited to: (i) legislative and regulatory initiatives relating to the electric utility
industry; (ii) changes in, or changes in the application of, environmental or
other laws; (iii) failure of our assets to perform as expected, including due to outages for unscheduled maintenance or repair; (iv) changes in
market conditions or the entry of additional competition in our markets; (v) the
expected timing and likelihood of completion of the proposed merger with RRI
Energy, including the timing, receipt and terms and conditions of required stockholder, governmental and regulatory approvals that may
reduce anticipated benefits or cause the parties to abandon the merger; the ability of
the parties to arrange debt financing in an amount sufficient to fund the
refinancing contemplated in, and on terms consistent with, the Merger Agreement; the diversion of managements time and attention from
our ongoing business during the time we are seeking to complete the merger; the ability
to maintain relationships with employees, customers and suppliers; the ability
to integrate successfully the businesses and realize cost savings and any other synergies; and the risk that credit ratings of the
combined company or its subsidiaries may be different from what the companies expect;
and (vi) those factors contained in our periodic reports filed with the SEC,
including in our Annual Report on Form 10-K for the year ended December 31, 2009 and our Quarterly Report on Form 10-Q for the
period ended March 31, 2010. The forward-looking information in this document is
given as of this date only, and Mirant assumes no duty to update this
information.
Additional Information and Where To Find It
This communication does not constitute an offer to sell or the solicitation of an offer
to buy any securities or a solicitation of any vote or approval nor shall there
be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection with the proposed
merger between RRI Energy and Mirant, RRI Energy will file with the SEC a
Registration Statement on Form S-4 that will include a joint proxy statement of RRI Energy and Mirant that also constitutes a prospectus
of RRI Energy. RRI Energy and Mirant will mail the joint proxy statement/prospectus to
their respective shareholders. RRI Energy and Mirant urge investors and
shareholders to read the joint proxy statement/prospectus regarding the proposed merger when it becomes available, as well as other
documents filed with the SEC, because they will contain important information. You may
obtain copies of all documents filed with the SEC regarding this transaction,
free of charge, at the SECs website (www.sec.gov). You may also obtain these documents, free of charge, from RRI Energys
website (www.rrienergy.com) under the tab Investor
Relations and then under the heading Company Filings. You may also obtain these
documents, free of charge, from Mirants website
(www.mirant.com) under the tab Investor Relations and then under the heading SEC Filings.
|
3
Safe Harbor Statement
Participants in The Merger Solicitation
RRI Energy, Mirant, and their respective directors, executive officers and certain
other members of management and employees may be soliciting proxies from RRI
Energy and Mirant shareholders in favor of the merger and related matters. Information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of RRI Energy and Mirant
shareholders in connection with the proposed merger will be set forth in the
joint proxy statement/prospectus when it is filed with the SEC. You can find information about RRI Energys executive officers and
directors in its definitive proxy statement filed with the SEC on April 1, 2010. You
can find information about Mirants executive officers and directors in its
definitive proxy statement filed with the SEC on March 26, 2010 and supplemented on April 28, 2010. Additional information about RRI
Energys executive officers and directors and Mirants executive officers and
directors can be found in the above-referenced Registration Statement on
Form S-4 when it becomes available. You can obtain free copies of these documents from RRI Energy and Mirant using the contact information
above.
Non-GAAP Financial Information
The following presentation includes certain non-GAAP financial measures
as defined in Regulation G under the Securities Exchange Act of 1934. A schedule
is attached hereto and is posted on the Companys website at mirant.com (in the Investor Relations - Presentations section) that reconciles
the non-GAAP financial measures included in the following presentation to the most
directly comparable financial measures calculated and presented in accordance
with Generally Accepted Accounting Principles. In addition, the Company has included a more detailed description of each
of the non-GAAP financial measures used in this presentation, together with a
discussion of the usefulness and purpose of these measures as Exhibit 99.2 to
the Companys Current Report on Form 8-K furnished to the SEC with its earnings press release. |
4
Highlights
On April 11, 2010, Mirant and RRI Energy announced that the
companies would merge to form GenOn
Energy
Creation of GenOn
Energy will deliver significant value to stockholders
Strategic rationale for the transaction
Significant near-term value creation driven by annual cost savings
of $150 million to be fully realized starting in January 2012
Strengthened balance sheet and enhanced financial flexibility
Increased scale and geographic diversity across key regions
Well positioned to benefit from improvement in market
fundamentals
Merger is expected to close by the end of 2010
Operational
Performance
-
Cash
Generation
-
Prudent
Growth |
5
GenOn
Energy -
Steps to Close
Planned refinancing
Expect to replace each companys revolving credit facilities in a
new holding company facility
Address $1.8 billion of debt
MNA Senior Secured Term Loan ($307MM due 2013)
MNA Senior Notes ($850MM of 7.375% notes due 2013)
RRI Energy Secured Bonds ($279MM due 2014)
PEDFA Secured Notes ($371MM due 2036)
Mirant and RRI Energy stockholder approval
Regulatory approvals
Federal Energy Regulatory Commission (FERC)
Hart-Scott-Rodino
(HSR) Review
New York State Public Service Commission
Filed April 23, 2010
Operational
Performance
-
Cash
Generation
-
Prudent
Growth |
6
Financial Highlights
($millions)
Change in Adjusted EBITDA principally attributable to
-
Lower realized value of hedges
-
Lower energy gross margins from Northeast generation
-
Lower net gains from sales of emissions allowances
Higher energy gross margins from Mid-Atlantic generation
Operational
Performance
-
Cash
Generation
-
Prudent
Growth
Adjusted EBITDA
162
195
Q1
2010
2009 |
7
Operations Highlights
Mirants safety incident rates remain at historically low levels
Commercial Availability, the percent of maximum achievable energy gross
margin that was realized in the period, continues to improve
Commercial Availability
Safety Incident Rates
Lost Time Incident Rate
Lost Time EEI Top Quartile Benchmark
Recordable Incident Rate
Recordable EEI Top Quartile Benchmark |
8
Market Update Since February
Operational
Performance
-
Cash
Generation
-
Prudent Growth
Near term (2010)
Natural gas prices decreased and currently trade around $4.50/mmBtu for the
balance of the year
Power prices in PJM decreased
Northern Appalachian coal prices decreased modestly and trade around
$52/ton
Dark spreads decreased
Longer term (2011
2014)
Natural gas prices decreased and currently trade in a range of $5.40 to
$6.40/mmBtu
Power prices in PJM decreased
Northern Appalachian coal prices were relatively unchanged and are quoted
in a range of $62
$75/ton
Dark spreads decreased |
9
8%
12%
16%
20%
24%
28%
32%
36%
40%
2010
2011
2012
2013
2014
New York East
N.California
PJM East
New England
PJM RTO (ex. COMED)
Target Reserve range
Electricity Markets
Reserve Margins
Operational
Performance
-
Cash
Generation
-
Prudent
Growth
Forecasted reserve margins incorporate the latest information from each ISO
Supply/demand imbalance is delayed, but the trend remains the same
Source: Mirant forecasts |
10
Hedge Levels
Based on Expected Total Generation
Operational
Performance
-
Cash
Generation
-
Prudent
Growth
1.
Positions as of April 13, 2010; shaded boxes represent net additions to prior
guidance 2.
2010 represents period between May and December
3.
Power hedges include hedges with both power and natural gas
Aggregate
Baseload
Coal |
11
Marsh Landing Generating Station
Operational
Performance
-
Cash
Generation
-
Prudent
Growth
By Q3 2010, we expect
Issuance of permits
Draft Air Permit issued by the Bay
Area Air Quality Management
District on March 29, 2010
California Energy Commission Staff
Assessment issued on
April 23, 2010
CPUC approval of the PPA
Project financing to close |
12
Marsh Landing Generating Station (Cont.)
Operational
Performance
-
Cash
Generation
-
Prudent
Growth
All-in funding requirement is expected to be slightly above $700 million
Amount includes costs for construction, equipment, supplies,
debt service reserve, capitalized interest, transmission upgrades
and other capitalized costs
Construction expected to begin in late 2010 and to be completed by
mid-2013
EPC contract with Kiewit signed on May 6, 2010 |
13
Financial Results
(millions, except per share amounts)
Operational
Performance
-
Cash
Generation
-
Prudent
Growth
2010
2009
Net income
407
$
380
$
Unrealized gains on derivatives
(352)
(254)
Lower of cost or market inventory adjustments, net
3
(12)
Other
3
1
Adjusted net income
61
115
Interest, taxes, depreciation & amortization
101
80
Adjusted EBITDA
162
$
195
$
Diluted weighted average shares outstanding
146
145
Earnings per share:
Net income
2.79
$
2.62
$
Adjusted net income
0.42
$
0.79
$
Q1 |
14
Realized Gross Margin
(millions)
Operational
Performance
-
Cash
Generation
-
Prudent Growth |
15
Adjusted Free Cash Flow
(millions, except per share amounts)
Operational
Performance
-
Cash
Generation
-
Prudent Growth
2010
2009
Net cash provided by operating activities
302
$
271
$
Bankruptcy claim payments
-
1
Emission allowance sales proceeds
2
15
Capitalized interest
-
(2)
Adjusted net cash provided by operating activities
304
285
Capital expenditures, excluding capitalized interest
(85)
(169)
Adjusted free cash flow
219
116
MD Healthy Air Act capital expenditures
48
122
Adjusted free cash flow (w/o MD HAA)
267
$
238
$
Diluted weighted average shares outstanding
146
145
Adjusted free cash flow per share (w/o MD HAA)
1.83
$
1.64
$
Q1 |
16
Consolidated Debt and Liquidity
(millions)
Operational
Performance
-
Cash
Generation
-
Prudent Growth
Debt
$ 2,564
Cash and cash equivalents
Mirant Corporation
1,505
$
Mirant Americas Generation
20
Mirant North America
356
Mirant Mid-Atlantic
197
Other
27
Total cash and cash equivalents
2,105
Less restricted and reserved
(11)
Available cash & cash equivalents
2,094
Revolver & LC availability
635
Total available liquidity
2,729
$
March 31, 2010 |
17
Capital Expenditures
(millions)
Maryland Healthy Air Act spending prior to 2010 totaled approximately $1.405
billion Normalized maintenance CapEx
of $50 million to $60 million per year
Other environmental expenditures include the remaining $33 million deposited in escrow
for control of small dust particles as a result of the Potomac River
agreement Operational
Performance
-
Cash
Generation
-
Prudent Growth
2010
1
2011
Environmental
Maryland Healthy Air Act
269
$
-
$
Other
10
29
Maintenance
105
48
Construction
Marsh Landing Generating Station
47
185
Other
31
43
Other
18
11
Total Capital Expenditures
2
480
$
316
$
1
Includes actuals
for January through March
2
Excludes capitalized interest unrelated to the Marsh Landing project financing
Forecast |
18
Takeaways
Creation of GenOn
Energy will deliver significant value to stockholders
Hedging cushioned Mirant in Q1 2010 from the effects of relatively low
commodity prices
The supply/demand balance is forecasted to tighten, although at a
slower pace than previously projected
Mirant continues to make progress to permit, finance and commence
construction of its Marsh Landing generating facility later in 2010
Operational
Performance
-
Cash
Generation
-
Prudent
Growth |
Dickerson Generating Station
Appendix |
20
Federal NOL Update
Operational
Performance
-
Cash
Generation
-
Prudent
Growth
Mirants estimated Federal NOL balance at December 31, 2009 was $2.7 billion
An ownership change
requires Mirant to reset the limitation that determines
how much annual taxable income may be offset by its NOLs
in future years
An ownership change occurs if there is an increase of more than 50 percentage
points in the ownership of Mirant stock held by large Mirant shareholders from
the date of a previous ownership change
New limitation depends on Mirant stock value on the ownership change date
and an interest rate determined by the IRS
We expect that Mirant will experience an ownership change
for federal
income tax purposes on the closing date of the proposed merger with RRI
Energy
RRI Energy has advised us that they expect RRI Energy to experience an
ownership change on the closing date of the merger as well
|
21
Federal NOL Update (Cont.)
Operational
Performance
-
Cash
Generation
-
Prudent
Growth
Assuming the shares of Mirant and RRI Energy are at or near current prices on the
closing date of the proposed merger, Mirant expects that
The combined company, GenOn
Energy, will be unable to use any pre merger NOLs
for the first 5 years following the merger
Thereafter, assuming sufficient taxable income, GenOn
will be able to use
approximately $100MM
$125MM per year of pre merger NOLs
until such NOLs
expire
Based on current commodity price forecasts, Mirant expects that GenOn
Energy
will pay only federal Alternative Minimum Tax and certain state
income taxes
during the 5 years immediately following the merger
Mirants Board of Directors has extended its stockholder rights plan and the plan
was approved at its 2010 Annual Meeting of Stockholders held on May 6, 2010
There is no assurance that the stockholder rights plan will prevent an ownership
change prior to the closing date of the proposed merger
|
22
Additional Hedge Information
Operational
Performance
-
Cash
Generation
-
Prudent
Growth
1
Projected as of April 13, 2010
2
Power hedges include hedges with both power and natural gas
3
Realized Value of Hedges are nominal values and do not include certain adjustments
required under fair value accounting ($millions)
Q1
2010
Q1
2009
2010
2011
2012
2013
2014
Power
2
84
$
129
$
437
$
234
$
174
$
168
$
159
$
Fuel
(15)
(21)
(61)
(31)
(34)
(10)
1
Realized Value of Hedges
69
$
108
$
376
$
203
$
140
$
158
$
160
$
Actual
Projected
1,3
May-Dec 2010
2011
2012
2013
2.45
$
2.80
$
3.32
$
3.28
$
Average contract price of hedged coal before delivery
($/mmBtu) |
23
Quarterly Generation by Dispatch Type
Operational
Performance
-
Cash
Generation -
Prudent
Growth
Net MW
Net MWh
Generated
EAF (%) (1)
Net Capacity
Factor (%)
Net MW
Net MWh
Generated
EAF (%) (1)
Net Capacity
Factor (%)
Baseload
MidAtlantic
2,729
3,972,167
84.0
67.4
2,765
3,726,363
82.8
62.4
Northeast
238
364,410
96.4
70.9
238
365,210
94.6
71.1
California
0
0
Total Baseload
2,967
4,336,577
85.0
67.7
3,003
4,091,573
83.8
63.1
Intermediate
MidAtlantic
1,400
54,692
37.4
1.8
1,400
104,373
35.1
3.5
Northeast
2,265
8,876
93.1
0.2
2,265
534,029
96.1
11.0
California
2,191
123,267
83.2
2.6
2,191
175,646
81.6
3.7
Total Intermediate
5,856
186,835
76.1
1.5
5,856
814,048
76.1
6.4
Peaking
MidAtlantic
1,065
6,360
92.5
0.2
1,065
31,007
91.4
1.2
Northeast
32
386
92.6
0.6
32
306
97.9
0.5
California
156
(155)
96.1
0.0
156
232
92.6
0.1
Total Peaking
1,253
6,591
92.9
0.2
1,253
31,545
91.7
1.0
Total Mirant
10,076
4,530,003
81.0
20.5
10,112
4,937,166
80.5
22.3
(1) Equivalent Availability Factor - the total hours a unit is available in a
period minus the sum of all full and partial outage equivalent expressed as a
percent of all hours in a period. Generation by Dispatch Type
First Quarter 2010
First Quarter 2009 |
24
Equivalent Forced Outage Rate (EFOR)
EFOR =
Forced Outage Hours
Forced Outage Hours + Service Hours
Operational
Performance
-
Cash
Generation
-
Prudent
Growth
2010
2009
Mid-Atlantic Baseload Coal
5%
10%
Q1 |
25
Mirant Operations
10,076 MW
Power plants sized by capacity
Operational
Performance
-
Cash
Generation
-
Prudent
Growth |
26
Development Opportunities
Potential to add 2,500
3,500 MWs
of capacity
Entered into ten-year Power Purchase Agreement with
PG&E for new 760 MW Marsh Landing Generating Station
California
Northeast
Mid Atlantic
Potential to add 1,000
1,500 MWs
of capacity
Potential to add 4,000
5,000 MWs
of capacity
Operational
Performance
-
Cash
Generation
-
Prudent
Growth |
27
Share Count
(millions)
Operational
Performance
-
Cash
Generation
-
Prudent
Growth
Weighted average shares outstanding - basic
145
145
Effect of dilutive securities
1
0
Weighted average shares outstanding - diluted
146
145
Shares outstanding at quarter end - basic
145
145
Effect of dilutive securities
1
0
Shares outstanding at end of quarter - diluted
146
145
March 31, 2009
Three
Three
Months Ending
Months Ending
March 31, 2010 |
28
Regulation G Reconciliation
Operational
Performance
-
Cash
Generation
-
Prudent
Growth
(in millions except per share)
Per Share
1
Per Share
1
Net Income
407
$
2.79
$
380
$
2.62
$
Unrealized gains
(352)
(2.41)
(254)
(1.75)
Lower of cost or market inventory adjustments, net
3
0.02
(12)
(0.08)
Other
3
0.02
1
-
Adjusted Net Income
61
$
0.42
$
115
$
0.79
$
Provision for income taxes
-
8
Interest expense, net
50
36
Depreciation and amortization
51
36
Adjusted EBITDA
162
$
195
$
1
Per
share
amounts
for
2010
are
based
on
diluted
weighted
average
shares
outstanding
of
146
million.
Per
share
amounts
for 2009 are based on diluted weighted average shares outstanding of
145 million. Table 1
Net Income to Adjusted Net Income and Adjusted EBITDA
Quarter Ending
Quarter Ending
March 31, 2010
March 31, 2009 |
29
Regulation G Reconciliation
(in millions)
Mid-
Atlantic
Northeast
California
Other
Operations
Eliminations
Total
Net Income (Loss)
439
$
(2)
$
2
$
(32)
$
-
$
407
$
Unrealized (gains) losses
(346)
4
-
(10)
-
(352)
Lower of cost or market inventory adjustments, net
5
-
-
(2)
-
3
Other
-
-
-
3
-
3
Adjusted Net Income (Loss)
98
$
2
$
2
$
(41)
$
-
$
61
$
Interest expense, net
1
-
-
49
-
50
Depreciation and amortization
33
6
8
4
-
51
Adjusted EBITDA
132
$
8
$
10
$
12
$
-
$
162
$
Table 2
Adjusted Net Income (Loss) and Adjusted EBITDA
Quarter Ending March 31, 2010
Operational
Performance
-
Cash
Generation
-
Prudent
Growth |
30
Regulation G Reconciliation
(in millions)
Mid-
Atlantic
Northeast
California
Other
Operations
Eliminations
Total
Net Income (Loss)
385
$
30
$
3
$
(39)
$
1
$
380
$
Unrealized (gains) losses
(243)
(26)
-
15
-
(254)
Lower of cost or market inventory adjustments, net
4
(1)
1
(16)
-
(12)
Other
-
1
-
-
-
1
Adjusted Net Income (Loss)
146
$
4
$
4
$
(40)
$
1
$
115
$
Provision for income taxes
-
-
-
8
-
8
Interest expense, net
1
-
1
34
-
36
Depreciation and amortization
24
4
5
3
-
36
Adjusted EBITDA
171
$
8
$
10
$
5
$
1
$
195
$
Table 3
Adjusted Net Income (Loss) and Adjusted EBITDA
Quarter Ending March 31, 2009
Operational
Performance
-
Cash
Generation
-
Prudent
Growth |
31
Regulation G Reconciliation
(in millions)
Mid-Atlantic
Northeast
California
Other
Operations
Eliminations
Total
Energy
92
$
(3)
$
-
$
21
$
-
$
110
$
Contracted & capacity
89
23
30
-
-
142
Realized value of hedges
57
12
-
-
-
69
Realized gross margin
238
32
30
21
-
321
Unrealized gross margin
346
(4)
-
10
-
352
Gross margin
584
$
28
$
30
$
31
$
-
$
673
$
(in millions)
Mid-Atlantic
Northeast
California
Other
Operations
Eliminations
Total
Energy
72
$
15
$
-
$
27
$
(3)
$
111
$
Contracted & capacity
85
22
27
-
-
134
Realized value of hedges
107
1
-
-
-
108
Realized gross margin
264
38
27
27
(3)
353
Unrealized gross margin
243
26
-
(15)
-
254
Gross margin
507
$
64
$
27
$
12
$
(3)
$
607
$
Gross Margin
Quarter Ending March 31, 2010
Table 4
Quarter Ending March 31, 2009
Operational
Performance
-
Cash
Generation
-
Prudent
Growth |
32
Regulation G Reconciliation
(in millions)
Gross margin
673
$
607
$
Unrealized
gross margin (352)
(254)
Lower of cost or market inventory adjustments, net
3
(12)
Adjusted gross margin
324
341
Operations and maintenance expenses
(166)
(162)
Lovett shutdown costs
-
1
Merger-related costs
2
-
Adjusted operations and maintenance expenses
(164)
(161)
Gain
on sales of emissions allowances, net 2
15
Other, net
(1)
-
Bankruptcy charges and legal contingencies
1
-
Adjusted EBITDA
162
$
195
$
Table
5 Gross Margin to Adjusted EBITDA
Quarter Ending
Quarter Ending
March 31, 2010
March 31, 2009
Operational
Performance
-
Cash
Generation
-
Prudent Growth |