NRG Energy and GenOn Energy Stockholders Approve Merger

  NRG Energy and GenOn Energy Stockholders Approve Merger

  —Combination will create the nation’s largest competitive power generator—

Business Wire

PRINCETON, N.J. & HOUSTON -- November 09, 2012

NRG Energy, Inc. (NYSE: NRG) and GenOn Energy, Inc. (NYSE: GEN) today
announced that the stockholders of both companies approved by substantial
majorities the previously announced merger of the companies at their
respective special meetings.

"Today’s overwhelming shareholder vote in favor of the NRG/GenOn combination
reflects the reality that this transaction is a clear win-win for everyone who
owns a stake in either company,” said David Crane, president and CEO of NRG.
“With this important milestone completed, we will continue our intense focus
on completing the merger, executing on the synergies and creating the first
truly 21st century energy company for the benefit of our customers and our

“We look forward to the prompt receipt of the remaining approvals so that the
stakeholders of the combined company can begin realizing the substantial cost
savings and efficiency benefits associated with the merger,” said Edward R.
Muller, chairman and CEO of GenOn.

When completed, the combination of NRG and GenOn will create the nation’s
largest competitive generator of electricity, with about 47,000 megawatts of
generating capacity. The combined company’s diverse portfolio of fossil,
solar, nuclear and wind facilities can support more than 37 million homes.

Previously, the Federal Trade Commission had granted early termination of the
Hart-Scott-Rodino waiting period, the Public Utility Commission of Texas had
approved the transaction and the Nuclear Regulatory Commission had made a
threshold determination that its approval of transaction was not required. The
merger remains subject to the satisfaction or waiver of other closing
conditions, including regulatory approvals by the Federal Energy Regulatory
Commission and the New York Public Service Commission.

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 22,000 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

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 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

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.


Lori Neuman, 609-524-4525
David Knox, 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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