NRG Energy, Inc. Announces Commencement of Change of Control Offers to
Purchase Senior Notes of GenOn Energy, Inc.
PRINCETON, N.J. -- January 9, 2013
NRG Energy, Inc. (NYSE: NRG) has commenced change of control offers (the
Offers) to purchase any and all of the following outstanding senior notes of
GenOn Energy, Inc. (GenOn):
*7.625% Senior Notes due 2014,
*7.875% Senior Notes due 2017,
*9.500% Senior Notes due 2018, and
*9.875% Senior Notes due 2020.
NRG is offering to purchase any and all of each series of notes at a cash
price equal to 101% of the aggregate principal amount of such notes, plus
accrued and unpaid interest up to, but not including, the date of purchase.
Each of the Offers will expire at 11:59 pm, New York City time, on February 8,
2013 (which is the end of the day on such date), unless extended. Tendered
notes may be validly withdrawn on or prior to such date and time. The purchase
price will be paid to holders promptly after the date the Offers expire.
NRG reserves the right to terminate, withdraw or amend the Offers at any time
subject to applicable law and the indentures and supplemental indentures
governing each series of notes. The terms and conditions of the Offers are set
forth in Change of Control Notices and Offers to Purchase, dated January 9,
2013 for each series of notes (collectively, the Offers to Purchase) and
related Letters of Transmittal.
The Offers are being made pursuant to the change of control provisions of the
indentures and supplemental indentures pursuant to which each series of notes
were issued. On December 14, 2012, Plus Merger Corporation, a wholly owned
subsidiary of NRG merged with and into GenOn (the Merger), with GenOn
continuing as the surviving corporation and a wholly owned subsidiary of NRG.
The consummation of the Merger constituted a change of control under the
indentures and supplemental indentures governing the notes. Following a change
of control, the indentures and supplemental indentures require GenOn to make
an offer to purchase for cash all of the outstanding notes validly tendered by
any holder. Each of the Offers made by NRG is in lieu of GenOn making the
offers required by the indentures and supplemental indentures.
The Company has retained Wilmington Trust, National Association to act as the
Depositary and Paying Agent. Questions and requests for additional documents
may be directed to the Depositary in writing at Wilmington Trust, National
Association, Rodney Square North, 1100 North Market Street, Wilmington, DE
19890-1626, Attention: Sam Hamed, by telephone at (302) 636-6181 or by
facsimile at (302) 636-4139.
This press release shall not constitute an offer to purchase or a solicitation
of an offer to sell the notes. The Offers are made solely by means of the
Offers to Purchase and the related Letters of Transmittal for each series of
notes. No recommendation is made as to whether holders of the notes should
tender their notes.
Forward Looking Statements
This news release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such forward-looking statements are subject to certain
risks, uncertainties and assumptions, including, but not limited to,
statements about the Offers, plans, expectations, objectives and other future
events. Forward-looking statements typically can be identified by the use of
words such as “will,” “expect,” “believe,” and similar terms. 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 Securities and
Exchange Commission filings. Although NRG believes that its expectations are
reasonable, it can give no assurance that these expectations will prove to
have been correct, and actual results may vary materially. 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, GenOn, the Offers or other matters
and attributable to NRG, GenOn or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements above.
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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