Planned NRG and GenOn Merger Receives Approval from FERC, NY PSC

  Planned NRG and GenOn Merger Receives Approval from FERC, NY PSC

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

Business Wire

PRINCETON, N.J. & HOUSTON -- December 14, 2012

NRG Energy, Inc. (NYSE: NRG) and GenOn Energy, Inc. (NYSE: GEN) today jointly
announced that the Federal Energy Regulatory Commission (FERC) and New York
Public Service Commission (N.Y. PSC) have approved the previously announced
merger of NRG and GenOn.

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 both conventional and renewable
generation facilities can power nearly 40 million American homes.

The FERC and N.Y. PSC approvals represent the final regulatory authorizations
required to close the transaction. The N.Y. PSC approved the merger at an open
meeting today. NRG and GenOn expect the written order memorializing the N.Y.
PSC approval of the merger will be issued before the end of the week and the
companies will close the transaction promptly after receiving the written
order.

About NRG

NRG is at the forefront of changing how people think about and use energy. A
Fortune 300 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 the
expected 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.

Contact:

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