NRG Yield, Inc. Announces Pricing of $300 Million in Aggregate Principal Amount of 3.5% Convertible Senior Notes Due 2019

  NRG Yield, Inc. Announces Pricing of $300 Million in Aggregate Principal
  Amount of 3.5% Convertible Senior Notes Due 2019

Business Wire

PRINCETON, N.J. -- February 6, 2014

NRG Yield, Inc. (NYSE:NYLD) ("NRG Yield" or the "Company") has priced its
previously announced offering of $300 million in aggregate principal amount of
its 3.5% convertible senior notes due 2019 (the "Notes"). NRG Yield has
granted the initial purchasers the option to purchase up to an additional $45
million in aggregate principal amount of the Notes. The Notes will be issued
at a price equal to 100% of the principal amount thereof plus accrued
interest, if any. The Notes will be fully and unconditionally guaranteed on a
senior basis by NRG Yield LLC and NRG Yield Operating LLC ("Yield Operating
LLC"), the direct and indirect subsidiaries of the Company, respectively. NRG
Yield will lend the net proceeds from this offering to Yield Operating LLC,
and Yield Operating LLC intends to use the proceeds for working capital and
general corporate purposes, including the acquisition of assets from NRG
Energy, Inc. or other third parties, although NRG Yield does not currently
have any agreements to do so in place. The offering of the Notes is expected
to close on February 11, 2014, subject to the satisfaction of customary
closing conditions.

The Notes will be convertible, under certain circumstances, into cash, shares
of NRG Yield's Class A common stock or a combination thereof at NRG Yield's
election. The initial conversion rate will be 21.4822 shares of Class A common
stock per $1,000 principal amount of Notes (representing an initial conversion
price of approximately $46.55 per Class A common share), subject to customary
adjustments. The initial conversion rate represents approximately a 27.5%
premium to the last reported sale price of the Class A common stock on the New
York Stock Exchange on February 5, 2014. Interest on the Notes is payable
semi-annually in arrears on February 1 and August 1 of each year, commencing
on August 1, 2014. The Notes will mature on February 1, 2019, unless earlier
repurchased or converted in accordance with their terms. Prior to the close of
business on the business day immediately preceding August 1, 2018, the Notes
will be convertible only upon the occurrence of certain events and during
certain periods, and thereafter, at any time until the close of business on
the second scheduled trading day immediately preceding the maturity date.

Morgan Stanley, BofA Merrill Lynch, RBC Capital Markets and Goldman, Sachs &
Co. have acted as joint book-running managers for the offering.

The Notes and related guarantees are being offered only to qualified
institutional buyers in reliance on Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"). The Notes and related guarantees have
not been registered under the Securities Act or the securities laws of any
other jurisdiction and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements.
This notice does not constitute an offer to sell the Notes, nor a solicitation
for an offer to purchase the Notes.

Forward-Looking Statement

This communication contains forward-looking statements that may state NRG
Yield'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 "expect," "estimate," "anticipate," "forecast," "plan,"
"believe" and similar terms. Although NRG Yield 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, weather conditions, competition in wholesale power markets,
the volatility of energy and fuel prices, failure of customers to perform
under contracts, changes in the wholesale power markets, changes in government
regulation of markets and of environmental emissions, the condition of capital
markets generally, our ability to access capital markets, unanticipated
outages at our generation facilities, adverse results in current and future
litigation, failure to identify or successfully implement acquisitions
(including receipt of third party consents and regulatory approvals), our
ability to enter into new contracts as existing contracts expire, our ability
to obtain anticipated Section 1603 Cash Grants and our ability to maintain and
grow our quarterly dividends.

NRG Yield 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 Yield'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 Yield's
future results included in NRG Yield's filings with the Securities and
Exchange Commission at www.sec.gov.

Contact:

NRG Yield, Inc.
Media:
Karen Cleeve, 609-524-4608
David Knox, 832-357-5730
or
Investors:
Chad Plotkin, 609-524-4526
Dan Keyes, 609-524-4527
 
Press spacebar to pause and continue. Press esc to stop.