GenOn Energy, Inc. (GEN) NRG and GenOn to Merge Conference Call July 23, 2012 9:00 am ET Executives Chad Plotkin – Investor Relations, NRG Energy, Inc. David Crane – President and Chief Executive Officer, NRG Energy, Inc. Edward R. Muller – Chairman and Chief Executive Officer, GenOn Energy, Inc. Anne M. Cleary – Senior Vice President, Asset Management, GenOn Energy, Inc. Kirkland Andrews – Executive Vice President and Chief Financial Officer, NRG Energy, Inc. Analysts Greg Gordon – ISI Group Neil Mehta – Goldman Sachs Group Inc. Angie Storozynski – Macquarie Research Steve Fleishman – Bank of America/Merrill Lynch Julien Dumoulin-Smith – UBS Paul Patterson – Glenrock Associates LLC Michael J. Lapides – Goldman Sachs & Co. Keith T. Stanley – Deutsche Bank Securities, Inc. Ali Agha – Suntrust Robinson Humphrey James L. Dobson – Wunderlich Securities, Inc. Brian Russo – Ladenburg Thalmann & Company Presentation David Crane
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Let's go to the – so it's time for me to introduce my current colleagues and our future colleagues first to all. Obviously the man that needs no introduction, he is my partner in this transaction, Ed Muller, the chairmen and CEO of GenOn. Next to Ed, Anne Cleary – if and I'm sorry if I get people [tails wrong] National Asset Manager for GenOn who will be joining the combined company in a newly created role and very important role of the Chief Integration Officer, where she will be singularly responsible for achieving the synergies which are such a valuable driver at this transaction for both companies sets of shareholders.Kirk Andrews, Chief Financial Officer of NRG will also be presenting today about the transaction. Bill Holden, next to him, the Chief Financial Officer of GenOn, who is available to answer any questions that you have; likewise next to him Mauricio Gutierrez, the Chief Operating Officer of NRG. There are other Senior Executives from GenOn and from NRG in the audience and I’d like to just – both acknowledge them for the work they’ve done, but also to point them out to you in case you have any questions for them. First of all, Lee Davis, who will run the East region, we claim that Lee Davis is actually an NRG Executive because he (inaudible) former Mirant Executive, so he comes to this transaction from both sides of the party. Next to him is Patti Helfer who would be the Chief Administrative Officer of the company. I’m going to skip over to Murphy, because he performs the secretive role of the M&A person for NRG and we never acknowledge for his presence and he – Gary Garcia is the Treasurer of GenOn; and whereas Dennis and Chad, Investor Relations for GenOn and NRG respectively.
So with that, moving on to the next page, just the highlights and I think everyone is familiar with these highlights. As I mentioned, if you put these two companies together and we believe that there is $300 million in total of free cash flow benefits that we can achieve and we feel we can achieve them with 2013. So setting up with the timing of this transaction, it makes 2014 the first full-year of this transaction and certainly the goal of us in this transition under Anne’s leadership is, we want to get all the cost out of the system in the course of 2013. So on January 1, 2014, we can realize the full amount of this $300 million of benefits. I think everyone recognize that that size of synergy benefits for two companies of this size is truly extraordinary and has a great value driver for both sets of shareholders.The transaction not surprisingly in light of those comments is significantly accretive in the first full year of operations and you put the projected earnings power of GenOn with the projected earning power of NRG and then you add this on top and you see where we expect 2013 and 2014 to be from a point of view of adjusted EBITDA and free cash flow, and they’re very powerful numbers. And this is even in the low gas price environment that we find ourselves in today. So moving to the next slide, these are the terms of the transaction. The transaction is actually a very straightforward transaction, it’s very simple to understand, stock for stock, fixed exchange ratio 0.1216 NRG shares per GenOn shares, which represents a 20.6% premium to the close of GenOn at the close of business on Friday. the combined company will be 71% owned by NRG shareholders and 29% by GenOn Board and Management responsibles will be shared as listed there sort of in percentages they are roughly commensurate with the ownership. Read the rest of this transcript for free on seekingalpha.com