NRG Energy, Inc. Announces Cash Tender Offer for up to $400 million in Aggregate Principal Amount of Its Outstanding 8.50%

  NRG Energy, Inc. Announces Cash Tender Offer for up to $400 million in
  Aggregate Principal Amount of Its Outstanding 8.50% Senior Notes Due 2019
  and 7.625% Senior Notes Due 2019

Business Wire

PRINCETON, N.J. -- January 10, 2014

NRG Energy, Inc. (NYSE:NRG) announced that it has commenced a tender offer for
up to $400 million in aggregate principal amount (the “Maximum Tender Amount”)
of its 8.50% senior notes due 2019 (the “8.50% Notes”) and its 7.625% senior
notes due 2019 (the “7.625% Notes” and, together with the 8.50% Notes, the
“2019 Notes”) through a cash tender offer. The 8.50% Notes are designated as
the first, or highest, acceptance priority level and the 7.625% Notes are
designated as the second acceptance priority level. The tender offer is being
made pursuant to an offer to purchase and a related letter of transmittal,
each dated as of January 10, 2014. The tender offer will expire at midnight,
New York City time, on February 7, 2014 (as such time and date may be
extended, the “Expiration Date”).

Under the terms of the tender offer, holders of the 2019 Notes that validly
tender and do not validly withdraw their 2019 Notes prior to 5:00 p.m. New
York City time on January 24, 2014 (as such time and date may be extended, the
“Early Tender Date”) will receive the total consideration set forth in the
table below, which includes the “Early Tender Premium”, plus an amount equal
to any accrued and unpaid interest up to, but not including, the settlement
date. Holders of the 2019 Notes that validly tender their 2019 Notes after the
Early Tender Date but on or before the Expiration Date will receive only the
tender offer consideration set forth in the table below, plus an amount equal
to any accrued and unpaid interest up to, but not including, the settlement
date. Holders of notes tendered after the Early Tender Date will not receive
the Early Tender Premium.

      Title of     Acceptance   Tender Offer       Early        Total
                                            Tender     
      Security     Priority     Consideration(1)                Consideration(1)
                   Level                           Premium(1)
      8.50%
      Senior       1            $1,040.00          $30.00       $1,070.00
      Notes
      due 2019
      7.625%
      Senior       2            $1,025.00          $30.00       $1,055.00
      Notes
      due 2019
      (1) Per $1,000 principal amount of Notes validly tendered and accepted
      for purchase.
                                                                                 

This press release does not constitute a notice of redemption under the
optional redemption provisions of the indentures governing the 2019 Notes, nor
does it constitute an offer to sell, or a solicitation of an offer to buy, any
security, including the New Notes, nor does it constitute an offer,
solicitation or sale in any jurisdiction in which such offer, solicitation or
sale is unlawful.

The tender offer is contingent upon the satisfaction of certain conditions.
Full details of the terms and conditions of the tender offer are included in
NRG’s offer to purchase, dated January 10, 2014.

Requests for documents relating to the tender offer may be directed to Global
Bondholder Services Corporation, the Information Agent, at (866) 470-4500
(Toll-Free) or (212) 430-3774 (Collect). Barclays Capital Inc. will act as
Dealer Manager for the tender offer. Questions regarding the tender offer may
be directed to Barclays at (800) 438-3242(Toll-Free) or (212)528-7581
(Collect).

NRG Energy, Inc., a Fortune 500 company headquartered in Princeton, New
Jersey, and Houston, Texas, owns and operates one of the country’s largest and
most diverse power generation portfolios and serves more than two million
retail electricity customers.

Forward-Looking Statements

This communication contains forward-looking statements that may state NRG’s or
its management’s intentions, beliefs, expectations or predictions for the
future. Such forward-looking statements are subject to certain risks,
uncertainties and assumptions, and typically can be identified by the use of
words such as “will,” “expect,” “estimate,” “anticipate,” “forecast,” “plan,”
“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, risks and uncertainties related to the capital markets
generally and whether NRG will offer the New Notes or consummate the offering,
the anticipated terms of the New Notes and the anticipated use of proceeds.

The foregoing review of factors that could cause NRG’s actual results to
differ materially from those contemplated in the forward-looking statements
included herein 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 SEC at www.sec.gov.

Contact:

NRG Energy, Inc.
Media:
Karen Cleeve, 609-524-4608
David Knox, 832-357-5730
or
Investors:
Chad Plotkin, 609-524-4526
Daniel Keyes, 609-524-4527
 
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