Item 1.01 Entry into a Material
Definitive Agreement.
On November 9, 2007,
Mirant Corporation (Mirant) announced that it would return to its stockholders
a total of $4.6 billion in excess cash, and the first stage of this program
will consist of an accelerated share repurchase program for $1.0 billion
together with open market purchases for up to an additional $1.0 billion.
Accordingly, on November
9, 2007, Mirant entered into an accelerated share repurchase agreement (the ASR)
with J.P. Morgan Securities Inc., as agent for JPMorgan Chase Bank, National
Association, London Branch (JP Morgan).
Under the terms of the ASR, Mirant will purchase 26,659,557 shares of
its outstanding common stock from JPMorgan, for a total of $1.0 billion on
November 13, 2007, based on the closing price of the common stock as of
November 9, 2007. Under the ASR, the final price of shares repurchased will be
determined based on a discount to the volume weighted average trading price of
Mirants common stock over a period not to exceed six months. Depending on the
final price and number of shares being repurchased, JPMorgan may deliver
additional shares to Mirant at the completion of the transaction, or Mirant may
deliver to JPMorgan either cash or shares that were previously delivered under
the ASR.
Mirants payment of $1.0
billion to JPMorgan on November 13, 2007, will be funded from available cash,
and because Mirant will pay for the shares in full, the shares to be delivered
to Mirant on that date will be deemed repurchased on that date. Mirant expects that JPMorgan will purchase
shares of Mirant common stock from time to time in the open market in
connection with the ASR and may also sell shares in the open market from time
to time.
The preceding description of the ASR 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 ASR is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.