NRG Energy, Inc. Announces Cash Tender Offer for Any and All of Its Outstanding 6.625% Senior Notes Due 2023

PRINCETON, N.J.–(BUSINESS WIRE)–NRG Energy, Inc. (NYSE:NRG) announced that it has commenced a tender
offer to purchase any and all of the approximately $869.2 million
outstanding aggregate principal amount of its 6.625% senior notes due
2023 (the “2023 Notes”) through a cash tender offer with the net
proceeds from NRG’s concurrent private placement of $870 million in
aggregate principal amount of senior notes due 2028 (the “New Notes”),
which was also announced today by NRG, as well as with cash on hand. The
tender offer is being made pursuant to offers to purchase and consent
solicitation statements and related letters of transmittal, each dated
as of November 30, 2017. The tender offer will expire at 11:59 p.m., New
York City time, on December 28, 2017 (as such time and date may be
extended, the “expiration date”).

In connection with the tender offer, NRG is soliciting the consents of
holders of the 2023 Notes to certain proposed amendments to the
indentures governing the 2023 Notes (the “indentures”). The primary
purpose of the consent solicitation and proposed amendments is to
eliminate substantially all of the restrictive covenants and certain
events of default and related provisions, and to reduce the notice
period required for optional redemption of the 2023 Notes. NRG intends
to redeem any 2023 Notes that remain outstanding after the expiration of
the tender offer as promptly as practicable after the expiration date in
accordance with the terms of the applicable indenture, as such
indentures are amended pursuant to the proposed amendments.

Under the terms of the tender offer, holders of the 2023 Notes that
validly tender and do not validly withdraw their 2023 Notes and consents
prior to 5:00 p.m. New York City time on December 13, 2017 (as such time
and date may be extended, the “consent date”) will receive the “total
consideration” of $1,036.25 per $1,000 principal amount of notes, which
includes the consent payment of $30.00 per $1,000 principal amount of
notes, plus an amount equal to any accrued and unpaid interest up to,
but not including, the initial payment date. Holders of the 2023 Notes
that validly tender their 2023 Notes after the consent date but on or
before the expiration date will receive only the “tender offer
consideration” of $1,006.25 per $1,000 principal amount of notes, plus
an amount equal to any accrued and unpaid interest up to, but not
including, the final payment date. Holders of notes tendered after the
consent date will not receive the consent payment.

This press release does not constitute a notice of redemption under the
optional redemption provisions of the indentures governing the 2023
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, including the condition that NRG shall have raised at least
$870 million in gross proceeds from the offering of the New Notes on or
prior to the initial payment date. Adoption of the proposed amendments
is not a condition to the obligation of NRG to purchase the 2023 Notes
under the tender offer. Full details of the terms and conditions of the
tender offer and consent solicitation are included in NRG’s offers to
purchase and consent solicitation statements, dated November 30, 2017.

Requests for documents relating to the tender offer and consent
solicitation may be directed to D.F. King & Co., Inc., the Information
Agent, at (800) 269-6427 (Toll-Free) or (212) 269-5550. Citigroup Global
Markets Inc. will act as Dealer Manager and Solicitation Agent for the
tender offer and the consent solicitation. Questions regarding the
tender offer and consent solicitation may be directed to Citigroup
Global Markets Inc. at 388 Greenwich Street, 7th Floor, New York, New
York 10013, Attn: Liability Management Group, (800) 558-3745 (U.S.
Toll-Free) or (212) 723-6106 (Collect).

About NRG

NRG is the leading integrated power company in the U.S., built on the
strength of our diverse competitive electric generation portfolio and
leading retail electricity platform. A Fortune 500 company, NRG creates
value through best-in-class operations, reliable and efficient electric
generation, and a retail platform serving residential and commercial
businesses. Working with electricity customers large and small, we
implement sustainable solutions for producing and managing energy,
developing smarter energy choices and delivering exceptional service as
our retail electricity providers serve almost three million residential
and commercial customers throughout the country.

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.

Contacts

For NRG Energy, Inc.
Media:
Sheri Woodruff,
609-524-4608
or
Marijke Shugrue, 609-524-5262
or
Investors:
Kevin
L. Cole, CFA, 609-524-4526
or
Lindsey Puchyr, 609-524-4527