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Press release from Business Wire

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

Friday, January 10, 2014

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

16:11 EST Friday, January 10, 2014

PRINCETON, N.J. (Business Wire) -- 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

Security

   

Acceptance

Priority Level

 

Tender Offer

Consideration(1)

 

Early Tender

Premium(1)

 

Total

Consideration(1)

8.50% Senior Notes due 2019 1 $1,040.00 $30.00 $1,070.00
7.625% Senior Notes due 2019 2 $1,025.00 $30.00 $1,055.00

(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.

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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