NRG Energy, Inc. Announces Termination and Results of Change of Control
Offers to Purchase Senior Notes of GenOn Energy, Inc.
PRINCETON, N.J. -- February 12, 2013
NRG Energy, Inc. (NYSE: NRG) announced today the expiration of the change of
control offers to purchase (the “Offers”) any and all of the following
outstanding senior notes of GenOn Energy, Inc.:
*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.
Each of the Offers expired at 11:59 p.m., New York City time, on February 8,
2013. As of such time, (i) $40,000 aggregate principal amount of the 7.625%
Senior Notes due 2014, (ii) $323,000 aggregate principal amount of the 7.875%
Senior Notes due 2017, (iii) $14,000 aggregate principal amount of the 9.500%
Senior Notes due 2018 and (iv) $7,000 aggregate principal amount of the 9.875%
Senior Notes due 2020, had been validly tendered and not validly withdrawn.
NRG has accepted all of the tendered notes for settlement. Holders of the
tendered notes are entitled to receive a payment in cash equal to 101% of the
aggregate principal amount of such notes, plus accrued and unpaid interest up
to, but not including, the settlement date. The settlement date is February
The completion of the Offers satisfies GenOn’s obligations under the change of
control provisions of the indentures and supplemental indentures pursuant to
which each series of notes were issued.
This press release shall not constitute an offer to purchase or a solicitation
of an offer to sell the notes.The Offers were made solely by means of the
Change of Control Notices and Offers to Purchase, dated January 9, 2013, for
each series of notes, and related Letters of Transmittal.
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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