NRG Energy Enters into Agreement to Acquire Edison Mission Energy

  NRG Energy Enters into Agreement to Acquire Edison Mission Energy

         -- Significantly Increases Assets Eligible for NRG Yield --

Strategic Rationale

  *Increases NRG’s generation portfolio by nearly 8,000 net megawatts (MW),
    providing additional fuel diversity, geographic diversity, and
    opportunities to achieve economies of scale
  *Significantly expands pipeline of assets available to drive growth at NRG
    Yield (NYLD) through future drop-downs with 1,600 MW of long-term,
    fully-contracted wind and natural gas assets
  *Builds off the scaled platform and the best practices from the GenOn
    combination

Financial Highlights

  *Purchase price of $2,635 million (including $1,063 million of acquired
    cash) implies transaction enterprise value of approximately $2,844 million
    after including $1,272 million of adjusted non-recourse debt assumed
  *Expected full year 2014 Adjusted EBITDA of $330 million (or $140 million
    of pre-tax income) of which $185million (or $39 million of pre-tax
    income) is attributable to assets that are suitable for drop-down to NYLD
  *Transaction anticipated to be credit neutral to NRG

Business Wire

PRINCETON, N.J. & SANTA ANA, Calif. -- October 18, 2013

NRG Energy, Inc. (NYSE:NRG) has entered into a plan sponsor agreement with
Edison Mission Energy (EME), certain of EME’s subsidiaries, the unsecured
creditors committee, certain of EME’s unsecured noteholders, and the parties
to the Powerton and Joliet sale leaseback transaction to acquire substantially
all of the assets of EME, including its equity interests in certain of its
subsidiaries, for an aggregate purchase price of $2,635 million (or $1,572
million net of $1,063 million retained cash within EME). The aggregate
purchase price, which is subject to certain post-closing adjustments, will
consist of approximately 12.7 million shares of NRG common stock (valued at
$350 million based upon the volume-weighted average trading price of the 20
trading days prior to October 18, 2013) with the balance to be paid in cash on
hand. In connection with the transaction, NRG will also assume non-recourse
debt of approximately $1,545 million, of which $273 million is associated with
assets designated as Non-Core Assets pursuant to the asset purchase agreement.

EME and NRG have entered into an asset purchase agreement, dated October 18,
2013. The acquisition and transactions contemplated in the purchase agreement
will be consummated as part of an EME Chapter 11 plan of reorganization to be
sponsored by NRG. Each of EME’s major stakeholders has agreed to support and
pursue a Chapter 11 plan sponsored by NRG.

The assets to be acquired include:

  *EME’s generation portfolio, which consists of nearly 8,000 net MW of
    generation capacity located throughout the US:

       *1,700 MW of wind capacity
       *1,600 MW of gas-fired capacity
       *4,300 MW of coal-fired capacity
       *400 MW of oil and waste coal-fired capacity

  *Edison Mission Marketing and Trading, a proprietary trading and asset
    management platform

“Edison Mission Energy is a great fit with NRG, as virtually 100% of their
assets, their particular expertises and the balance of their technologies
deployed complement NRG’s own assets, personnel and businesses,” said David
Crane, President and CEO of NRG Energy. “We look forward to working with EME’s
employees, its management and its owners to close this transaction
expeditiously and ensure that the ensuing integration achieves the best
possible outcome for all concerned.”

“We are pleased to have reached this agreement with NRG, which maximizes the
value of our company for all of our stakeholders and paves the road for our
emergence from Chapter 11,” said EME President Pedro Pizarro. “NRG is a leader
in our industry, and its proposed acquisition of Edison Mission Energy is a
powerful affirmation of the reputation and performance the men and women of
EME have achieved over the past 25 years. We believe NRG and EME are a great
fit operationally.We will continue to operate our fleet of coal, gas and wind
energy facilities as we move through this transition and remain focused on
ensuring safe and reliable operations.”

Strategic and Financial Benefits

  *Growing NRG’s Clean Energy Platform
    With the transaction, NRG and its affiliates will become the 3^rd largest
    US-based renewable energy generator within the US with over 2,900 net MW
    of wind and solar capacity in operation or under construction. This
    transaction will substantially increase both the scale and geographic
    diversity of NRG’s renewable generation portfolio by almost quadrupling
    NRG’s existing wind generation capacity with the addition of 1,700 net MW
    of wind capacity, including 1,150 net MW of wind outside of NRG’s existing
    renewable footprint in Texas and the Southwest.

  *Significantly Expanding Opportunities for Future NYLD Drop-Downs
    The EME portfolio contains 2,600 net MW of fully-contracted generation, of
    which 1,600 MW are under long-term contracts with credit-worthy
    counterparties (with a weighted average remaining contract life of 14
    years) – consistent with the profile of assets suitable for drop-down to
    NYLD. This contracted portfolio is composed of 1,100 net MW of wind
    capacity and the 500 MW gas-fired Walnut Creek facility, which achieved
    final commercial operations during the summer of 2013.

  *Enhancing NRG’s Core Generation Platform
    NRG continues to balance the geographic distribution and dispatch-level
    diversity of its conventional generation fleet by adding 1,200 MW of
    contracted gas assets in California and 4,300 MW of coal-fired capacity in
    PJM West.

  *Leveraging Operational Efficiency Programs to Improve Financial
    Performance
    NRG expects to leverage key competencies built from its successful GenOn
    integration to achieve cost synergies and operational improvements that
    will significantly enhance the financial performance of the portfolio.
    With EME’s coal fleet, NRG will further capture commercial opportunities
    in PJM through its operational improvement initiative.

Financial Terms – Purchase Price

The aggregate purchase price for EME’s assets and equity interests in
subsidiaries is $2,635 million.In addition, approximately $350 million of the
purchase price will be paid in the form of 12.7 million shares of NRG common
stock. NRG intends to fund the cash portion of the purchase price using a
combination of cash on hand and newly issued corporate debt in an amount which
permits continued adherence to NRG’s prudent balance sheet management target
metrics.Further, NRG expects to acquire $1,063 million of cash and assume
non-recourse debt of approximately $1,545 million, of which $273 million is
associated with assets designated as Non-Core Assets pursuant to the asset
purchase agreement. The purchase price is subject to certain post-closing
adjustments.

Financial Terms – Powerton/Joliet Lease (PoJo)

In connection with the transaction, NRG has agreed to certain financial
conditions with the PoJo lessor stakeholders subject to which an NRG
subsidiary will assume the PoJo leveraged each lease and NRG will guarantee
the remaining payments under each lease. In connection with this agreement,
NRG has committed to fund up to $350million in capital expenditures for plant
modifications at Powerton and Joliet to ensure Mercury and Air Toxics
Standards (MATS) compliance. All monetary defaults under each lease will be
cured at closing.

Approvals and Time to Close

EME intends to file a motion to seek approval of the plan sponsor agreement
with the United States Bankruptcy Court for the Northern District of Illinois
(Bankruptcy Court) on October 18, 2013. The hearing to approve the plan
sponsor agreement is expected to occur on or before October 25, 2013. EME will
then file a motion to seek approval of a Chapter 11 plan of reorganization
(Plan) and a related disclosure statement. EME intends to seek approval of the
Plan during the first quarter of 2014. Given the current pendency of matters
with the Bankruptcy Court, NRG intends to be circumspect in terms of the
immediate provision of additional information regarding the transaction. If
all matters before the Bankruptcy Court are resolved in accordance with the
current schedule, NRG expects to be in a position to answer questions about
the proposed transaction on its third quarter investor call scheduled for
November 12, 2013. Additional details regarding the terms of the agreements
are set forth in the Form 8-K and the Registration Statement on Form S-1 filed
by NRG with the Securities and Exchange Commission (SEC), and the Form 8-K
filed by EME with the SEC, on October 18, 2013.

NRG expects to close the transaction in the first quarter of 2014. In addition
to the approval of the Bankruptcy Court, the transaction is subject to
customary closing conditions, including the effectiveness of the registration
statement and approval for the listing of the NRG common stock on the NYSE,
and receipt of regulatory approval by the Federal Energy Regulatory Commission
(FERC), the U.S. Department of Justice and the Federal Trade Commission under
the Hart-Scott-Rodino Act and the Public Utility Commission of Texas. EME will
also submit notice of the acquisition to the California Public Utilities
Commission. Further, EME may continue to solicit alternative transaction
proposals from third parties through December 6, 2013.  If EME’s board of
directors determines, consistent with its fiduciary duties, that another
proposal or proposals is better for EME and its stakeholders than the terms of
this transaction, NRG will have advance notice of EME’s intention to terminate
the purchase agreement. Under specified circumstances, including if EME enters
into or seeks approval of certain alternative transactions, and following
approval from the Bankruptcy Court, NRG will be entitled to receive a cash fee
of $65 million and expense reimbursement to the extent the plan sponsor
agreement and asset purchase agreement are terminated.

Baker Botts LLP is serving as legal counsel to NRG. Barclays Capital Inc. and
Deutsche Bank Securities Inc. are acting as financial advisors to NRG.

Kirkland & Ellis LLP is serving as legal counsel to EME. J.P. Morgan
Securities LLC and Perella Weinberg Partners, LP are acting as financial
advisors to EME.

Additional Information

On December 17, 2012, EME and several of its subsidiaries filed voluntary
petitions with the Bankruptcy Court under Chapter 11 of the U.S. Bankruptcy
Code. Since then, all EME facilities across the country have maintained normal
operations. The Chapter 11 cases are being jointly administered under case
number 12-49219 in the United States Bankruptcy Court for the Northern
District of Illinois. Additional information about the restructuring is
available at edisonmissionrestructuring.com.

NRG has filed a registration statement (including a prospectus) with the SEC
for the offering of NRG common stock to which this communication relates. The
NRG common stock may not be sold nor may offers to buy be accepted prior to
the time the registration statement becomes effective. This press release
shall not constitute an offer to sell or a solicitation of an offer to buy,
nor shall there be any sale of NRG common stock in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state or
jurisdiction. You should read the prospectus in that registration statement
and other documents NRG has filed with the SEC for more complete information
about NRG and this offering before making any investment decision. You may
obtain these documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov. Alternatively, the Company will arrange to send you the
prospectus if you request it by calling 609-524-4500 or emailing
investor.relations@nrgenergy.com.

About NRG

NRG is leading a customer-driven change in the U.S. energy industry by
delivering cleaner and smarter energy choices, while building on the strength
of the nation’s largest and most diverse competitive power portfolio. A
Fortune 500 company, we create value through reliable and efficient
conventional generation while driving innovation in solar and renewable power,
electric vehicle ecosystems, carbon capture technology and customer-centric
energy solutions. Our retail electricity providers – Reliant, Green Mountain
Energy and NRG Residential Solutions – serve more than 2 million residential
and commercial customers throughout the country. More information is available
at www.nrgenergy.com. Connect with NRG Energy on Facebook and follow us on
Twitter @nrgenergy.

About Edison Mission Energy

With headquarters in Santa Ana, Calif., and offices in Chicago and Boston,
Edison Mission Energy companies own, operate and lease a portfolio of more
than 40 electric generating facilities that are powered by wind, natural gas
and coal, as well as an energy marketing and trading operation.

NRG Safe Harbor Disclosure

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 and include NRG’s expectations regarding
the anticipated benefits of the acquisition of substantially all of the assets
of Edison Mission Energy. Forward-looking statements typically can be
identified by the use of words such as “will,” “expect,” “believe,” and
similar terms. 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. Factors that could cause actual
results to differ materially from those contemplated above include, among
others, general economic conditions, hazards customary in the power industry,
competition in wholesale and retail power markets, the volatility of energy
and fuel prices, the ability to obtain Bankruptcy Court approval of any
motions filed in connection with the Acquisition, failure of customers to
perform under contracts, changes in the wholesale power and retail markets,
and changes in government regulation of markets and of environmental
emissions. NRG undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. The foregoing review of factors that could cause NRG’s
actual results to differ materially from those contemplated in the
forward-looking statements included in this news release should be considered
in connection with information regarding risks and uncertainties that may
affect NRG’s future results included in NRG’s filings with the Securities and
Exchange Commission at www.sec.gov.

Edison Mission Energy Safe Harbor Disclosure

This press release contains forward-looking statements within the “safe
harbor” provisions of the Private Securities Litigation Reform Act of 1995.
These statements reflect EME’s current expectations and projections about
future events based on EME's knowledge of present facts and circumstances and
assumptions about future events and include any statement that does not
directly relate to a historical or current fact. The words "expects,"
"believes," "anticipates," "estimates," "projects," "intends," "plans,"
"probable," "may," "will," "could," "would," "should," and variations of such
words and similar expressions, or discussions of strategy or plans, are
intended to identify forward-looking statements. Such statements necessarily
involve risks and uncertainties that could cause actual results to differ
materially from those anticipated.

Some of the risks, uncertainties and other important factors that could cause
results to differ from those currently expected, or that otherwise could
impact EME or its subsidiaries, include but are not limited to, those
described under the heading “Item 1A. Risk Factors” in EME’s most recent
Annual Report on Form 10-K and in subsequent Quarterly Reports on Form 10-Q.
In addition to the risks and uncertainties set forth in EME’s SEC filings, the
forward-looking statements contained in this press release could be affected
by, among other things: (i) the ability of the Debtor Entities to continue as
going concerns; (ii) the Debtor Entities’ ability to obtain Bankruptcy Court
approval with respect to motions in the chapter 11 case; (iii) the ability of
the Debtor Entities to prosecute, develop and consummate one or more plans of
reorganization with respect to the chapter 11 cases; (iv) the effects of the
chapter 11 cases on the Debtor Entities and the interests of various
creditors, equity holders and other constituents; (v) Bankruptcy Court rulings
in the chapter 11 cases and the outcome of the cases in general; (vi) the
length of time the Debtor Entities may operate under the chapter 11 cases;
(vii) risks associated with third-party motions in the chapter 11 cases, which
may interfere with the Debtor Entities’ ability to develop and consummate one
or more plans of reorganization; (viii) the potential adverse effects of the
chapter 11 proceedings on the Debtor Entities’ liquidity or results of
operations; (ix) the ability to execute the Debtor Entities’ business and
restructuring plan; (x) increased legal costs and other expenses related to
the Bankruptcy Filing and other litigation; and (xi) the Debtor Entities’
ability to maintain contracts that are critical to its operation, to obtain
and maintain normal terms with customers, suppliers and service providers and
to retain key executives, managers and employees.

Appendix Table A-1: 2014 Adjusted EBITDA Reconciliation

The following table summarizes the calculation of incremental Adjusted EBITDA
from EME assets for 2014 and provides a reconciliation to pre-tax income:

                                                               NYLD-Eligible
                                          Total EME                  
                                                               Assets
 Pre-Tax Income                            $140         $39           
 Depreciation & amortization               101          70            
 Interest Expense                          66           66            
 Adjustment to reflect reported equity     22           10            
  earnings
 Adjusted EBITDA                           $330         $185          
                                                       

EBITDA and Adjusted EBITDA are non-GAAP financial measures. These measurements
are not recognized in accordance with GAAP and should not be viewed as an
alternative to GAAP measures of performance. The presentation of EBITDA and
Adjusted EBITDA should not be construed as an inference that NRG’s future
results will be unaffected by unusual or non-recurring items.

EBITDA represents net income before interest (including loss on debt
extinguishment), taxes, depreciation and amortization. EBITDA is presented
because NRG considers it an important supplemental measure of its performance
and believes debt-holders frequently use EBITDA to analyze operating
performance and debt service capacity. EBITDA has limitations as an analytical
tool, and you should not consider it in isolation, or as a substitute for
analysis of our operating results as reported under GAAP. Some of these
limitations are:

  *EBITDA does not reflect cash expenditures, or future requirements for
    capital expenditures, or contractual commitments;
  *EBITDA does not reflect changes in, or cash requirements for, working
    capital needs;
  *EBITDA does not reflect the significant interest expense, or the cash
    requirements necessary to service interest or principal payments, on debt
    or cash income tax payments;
  *Although depreciation and amortization are non-cash charges, the assets
    being depreciated and amortized will often have to be replaced in the
    future, and EBITDA does not reflect any cash requirements for such
    replacements; and
  *Other companies in this industry may calculate EBITDA differently than NRG
    does, limiting its usefulness as a comparative measure.

Because of these limitations, EBITDA should not be considered as a measure of
discretionary cash available to use to invest in the maintenance and growth of
NRG’s business. NRG compensates for these limitations by relying primarily on
our GAAP results and using EBITDA and Adjusted EBITDA only supplementally.

Adjusted EBITDA is presented as a further supplemental measure of operating
performance. Adjusted EBITDA represents EBITDA adjusted for mark-to-market
gains or losses; asset write offs and impairments; and factors which we do not
consider indicative of future operating performance. The reader is encouraged
to evaluate each adjustment and the reasons NRG considers it appropriate for
supplemental analysis. As an analytical tool, Adjusted EBITDA is subject to
all of the limitations applicable to EBITDA. In addition, in evaluating
Adjusted EBITDA, the reader should be aware that in the future NRG may incur
expenses similar to the adjustments in this news release.

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Contact:

NRG Contacts:
Media:
Karen Cleeve, 609-524-4608
or
Investors:
Chad Plotkin, 609-524-4526
Daniel Keyes, 609-524-4527
or
EME Contact for All Inquiries:
Doug McFarlan, 312-583-6024 / 312-343-2561
 
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