NRG and GenOn Complete Merger, Creating Nation’s Largest Competitive Power
—Combined company has about 47,000 megawatts of generating capacity comprised
of nearly 100 generating facilities in 18 states —
PRINCETON, N.J. & HOUSTON -- December 14, 2012
NRG Energy, Inc. (NYSE: NRG) and GenOn Energy, Inc. (NYSE: GEN) have completed
their merger effective today, creating the largest competitive power generator
in the United States. NRG now has a diverse fleet of almost 100 generation
assets with a total capacity of approximately 47,000 megawatts (MW)
concentrated in three domestic regions: East, Gulf Coast and West.
“Today, we usher in a new era of scale and scope in the American power
industry, creating additional value for our shareholders and enhancing our
ability to serve our growing retail energy customer base with safe, affordable
and reliable power,” said David Crane, NRG’s President and CEO.
In connection with the consummation of the merger, GenOn Energy stockholders
will receive a fixed ratio of 0.1216 shares of NRG common stock for each share
of GenOn common stock, except that cash will be paid in lieu of fractional
shares. GenOn common stock will cease being traded prior to the market opening
Monday, Dec. 17, and will no longer be listed on the New York Stock Exchange.
With the merger completed, NRG is now dual headquartered, with financial and
commercial headquarters in Princeton and operational headquarters in Houston.
The combined fleet of conventional and renewable power generation facilities
produced more than 104 terawatt-hours (TWh) of electricity in 2011 and can
supply nearly 40 million homes.
About NRG Energy
NRG is at the forefront of changing how people think about and use energy. We
deliver cleaner and smarter energy choices for our customers, backed by the
nation’s largest independent power generation portfolio of fossil fuel,
nuclear, solar and wind facilities. A Fortune 300 company, NRG is challenging
the U.S. energy industry by becoming the largest developer of solar power,
building the first privately-funded electric vehicle charging infrastructure,
and providing customers with the most advanced smart energy solutions to
better manage their energy use. In addition to 47,000 megawatts of generation
capacity, enough to supply nearly 40 million homes, our retail electricity
providers – Reliant, Green Mountain Energy and Energy Plus – serve more than
two million customers. More information is available at www.nrgenergy.com.
Connect with NRG Energy on Facebook and follow us on Twitter @nrgenergy.
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
transaction between NRG and GenOn, the combined company’s future revenues,
income, indebtedness, capital structure, plans, expectations, objectives,
projected financial performance and/or business results and other future
events, and economic and market conditions.
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: 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
transaction, the ability to successfully integrate the businesses of NRG and
GenOn, the ability to realize anticipated benefits of the 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 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 NRG does not undertake 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, the transaction, the combined
company or other matters and attributable to NRG or any person acting on their
behalf are expressly qualified in their entirety by the cautionary statements
NRG Energy, Inc.
Lori Neuman, 609-524-4525
Dave Knox, 713-537-2130
David Gaier, 609-524-4529
Chad Plotkin, 609-524-4526
Stefan Kimball, 609-524-4527
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