NRG Energy and GenOn Energy Announce Early Termination of the Hart-Scott-Rodino Waiting Period

  NRG Energy and GenOn Energy Announce Early Termination of the
  Hart-Scott-Rodino Waiting Period

Business Wire

PRINCETON, N.J. & HOUSTON -- September 21, 2012

NRG Energy, Inc. (NYSE: NRG) and GenOn Energy, Inc. (NYSE: GEN) today jointly
announced they have received notice from the Department of Justice and the
Federal Trade Commission granting early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
with respect to the previously announced merger of NRG and GenOn. Early
termination of the waiting period satisfies a condition to the closing of the

The merger remains subject to the satisfaction or waiver of other closing
conditions, including approval by the shareholders of both companies,
regulatory approvals by the Federal Energy Regulatory Commission, the New York
Public Service Commission and the Public Utility Commission of Texas, and the
threshold determination by the Nuclear Regulatory Commission that its approval
is not required.

The merger is expected to close by the first quarter of 2013.

About NRG

NRG is at the forefront of changing how people think about and use energy. A
Fortune 500 company, NRG is a pioneer in developing cleaner and smarter energy
choices for our customers: whether as one of the largest solar power
developers in the country, or by building the first privately funded electric
vehicle charging infrastructure or by giving customers the latest smart energy
solutions to better manage their energy use. Our diverse power generating
facilities can support more than 20 million homes and our retail electricity
providers – Reliant, Green Mountain Energy Company and Energy Plus – serve
more than two million customers. More information is available at

About GenOn

GenOn is one of the largest competitive generators of wholesale electricity in
the United States. With power generation facilities located in key regions of
the country and a generation portfolio of approximately 22,700 megawatts,
GenOn is helping meet the nation’s electricity needs. South’s portfolio of
power generation facilities includes baseload, intermediate and peaking units
using coal, natural gas and oil to generate electricity. GenOn has experienced
leadership, dedicated team members, financial strength and a solid commitment
to safety, the environment, operational excellence and the communities in
which it operates. GenOn routinely posts all important information on its web
site at

Forward Looking Statements

In addition to historical information, the information presented in this
communication includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act.
These statements involve estimates, expectations, projections, goals,
assumptions, known and unknown risks and uncertainties and can typically be
identified by terminology such as “may,” “will,” “should,” “could,”
“objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,”
“expect,” “intend,” “seek,” “plan,” “think,” “anticipate,” “estimate,”
“predict,” “target,” “potential” or “continue” or the negative of these terms
or other comparable terminology. Such forward-looking statements include, but
are not limited to, statements about the anticipated benefits of the proposed
transaction between NRG and GenOn, each party’s and the combined company’s
future revenues, income, indebtedness, capital structure, plans, expectations,
objectives, projected financial performance and/or business results and other
future events, each party’s views of economic and market conditions, and the
expected timing of the completion of the proposed transaction.

Forward-looking statements are not a guarantee of future performance and
actual events or results may differ materially from any forward-looking
statement as result of various risks and uncertainties, including, but not
limited to, those relating to: the ability to satisfy the conditions to the
proposed transaction between NRG and GenOn, the ability to successfully
complete the proposed transaction (including any financing arrangements in
connection therewith) in accordance with its terms and in accordance with
expected schedule, the ability to obtain stockholder, antitrust, regulatory or
other approvals for the proposed transaction, or an inability to obtain them
on the terms proposed or on the anticipated schedule, diversion of management
attention on transaction-related issues, impact of the transaction on
relationships with customers, suppliers and employees, the ability to finance
the combined business post-closing and the terms on which such financing may
be available, the financial performance of the combined company following
completion of the proposed transaction, the ability to successfully integrate
the businesses of NRG and GenOn, the ability to realize anticipated benefits
of the proposed transaction (including expected cost savings and other
synergies) or the risk that anticipated benefits may take longer to realize
than expected, legislative, regulatory and/or market developments, the outcome
of pending or threatened lawsuits, regulatory or tax proceedings or
investigations, the effects of competition or regulatory intervention,
financial and economic market conditions, access to capital, the timing and
extent of changes in law and regulation (including environmental), commodity
prices, prevailing demand and market prices for electricity, capacity, fuel
and emissions allowances, weather conditions, operational constraints or
outages, fuel supply or transmission issues, hedging ineffectiveness.

Additional information concerning other risk factors is contained in NRG's and
GenOn's most recently filed Annual Reports on Form 10-K, subsequent Quarterly
Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC

Many of these risks, uncertainties and assumptions are beyond NRG's or GenOn's
ability to control or predict. Because of these risks, uncertainties and
assumptions, you should not place undue reliance on these forward-looking
statements. Furthermore, forward-looking statements speak only as of the date
they are made, and neither NRG nor GenOn undertakes any obligation to update
publicly or revise any forward-looking statements to reflect events or
circumstances that may arise after the date of this communication. All
subsequent written and oral forward-looking statements concerning NRG, GenOn,
the proposed transaction, the combined company or other matters and
attributable to NRG or GenOn or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements above.

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. The proposed business
combination transaction between NRG and GenOn will be submitted to the
respective stockholders of NRG and GenOn for their consideration. On August
16, 2012, NRG filed with the Securities and Exchange Commission (“SEC”) a
registration statement on Form S-4 that includes a preliminary joint proxy
statement of NRG and GenOn that also constitutes a preliminary prospectus of
NRG. NRG filed an amended registration statement on September 18, 2012. These
materials are not yet final and will be further amended. NRG and GenOn will
mail the joint proxy statement/prospectus to their respective stockholders
when it becomes final. NRG and GenOn also plan to file other documents with
the SEC regarding the proposed transaction. This communication is not a
substitute for any prospectus, proxy statement or any other document which NRG
or GenOn may file with the SEC in connection with the proposed transaction.
TRANSACTION. Investors and stockholders will be able to obtain free copies of
the joint proxy statement/prospectus and other documents containing important
information about NRG and GenOn, once such documents are filed with the SEC,
through the website maintained by the SEC at NRG and GenOn make
available free of charge at and, respectively
(in the “Investor Relations” section), copies of materials they file with, or
furnish to, the SEC.

Participants in the Merger Solicitation

NRG, GenOn, and certain of their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the
stockholders of GenOn and NRG in connection with the proposed transaction.
Information about the directors and executive officers of NRG is set forth in
its proxy statement for its 2012 annual meeting of stockholders, which was
filed with the SEC on March 12, 2012. Information about the directors and
executive officers of GenOn is set forth in its proxy statement for its 2012
annual meeting of stockholders, which was filed with the SEC on March 30,
2012. Other information regarding the participants in the proxy solicitation
can be found in the above-referenced registration statement on Form S-4. These
documents can be obtained free of charge from the sources indicated above.


Lori Neuman, 609-524-4525
Dave Knox (TX), 713-537-2130
Chad Plotkin, 609-524-4526
Stefan Kimball, 609-524-4527
Laurie Fickman, 832-357-7720
Dennis Barber, 832-357-3042
Monica Schafer, 832-357-7278
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