Planned NRG Energy and GenOn Energy Merger Receives Approval from Public Utility Commission of Texas

  Planned NRG Energy and GenOn Energy Merger Receives Approval from Public
  Utility Commission of Texas

Business Wire

PRINCETON, N.J. & HOUSTON -- October 25, 2012

NRG Energy, Inc. (NYSE: NRG) and GenOn Energy, Inc. (NYSE: GEN) today
announced that the Public Utility Commission of Texas (PUCT) has approved the
planned merger of NRG and GenOn. Approval of the merger by the PUCT satisfies
a condition to the closing of the transaction. As specified in the merger
agreement, the transaction remains subject to the satisfaction or waiver of
other closing conditions, including state regulatory approval in New York,
approval by the Federal Energy Regulatory Commission, approval by the
shareholders of both NRG and GenOn at special meetings of both companies to be
held on November 9 and the threshold determination by the Nuclear Regulatory
Commission that its approval is not required. The transaction 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
www.nrgenergy.com.

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 22,000 megawatts,
GenOn is helping meet the nation’s electricity needs. GenOn’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 www.genon.com.

Forward Looking Statements

In addition to historical information, the information presented in this
communication includes forward-looking statements within the meaning of
Section27A of the Securities Act of 1933 and Section21E 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 Form10-K, subsequent Quarterly
Reports on Form10-Q, recent Current Reports on Form8-K, and other SEC
filings.

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 about the Proposed Transaction and Where You Can Find
It

In connection with the proposed merger between NRG and GenOn, NRG filed with
the Securities and Exchange Commission (“SEC”) a registration statement on
Form S-4 that includes a joint proxy statement of NRG and GenOn and that also
constitutes a prospectus of NRG. The registration statement was declared
effective by the SEC on October 5, 2012. NRG and GenOn first mailed the joint
proxy statement/prospectus to their respective stockholders on or about
October 10, 2012. NRG and GenOn may also file other documents with the SEC
regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS OF NRG AND
GENON ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
stockholders may obtain free copies of the joint proxy statement/prospectus
and other documents containing important information about NRG and GenOn
through the website maintained by the SEC at www.sec.gov. In addition, NRG
makes available free of charge at www.nrgenergy.com (in the “Investors”
section), copies of materials it files 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 NRG and GenOn 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.

Contact:

NRG
Media:
Lori Neuman, 609-524-4525
David Knox, 713-537-2130
or
Investors:
Chad Plotkin, 609-524-4526
Stefan Kimball, 609-524-4527
or
GenOn
Media:
Laurie Fickman, 832-357-7720
or
Investors:
Dennis Barber, 832-357-3042
Monica Schafer, 832-357-7278
 
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