NRG Energy, Inc. Announces Termination And Results Of Change Of Control Offers To Purchase Senior Notes Of GenOn Energy, Inc.

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(iv) $7,000 aggregate principal amount of the 9.875% Senior Notes due 2020, had been validly tendered and not validly withdrawn.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 12, 2013.

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 Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-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.

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