NRG Energy, Inc. Announces Early Tender Results for Its 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) today announced the early tender results of
its previously announced tender offer to purchase any and all of the
$869,200,000 outstanding aggregate principal amount of its 6.625% senior
notes due 2023 (the “2023 Notes”) with the net proceeds from the
issuance of the previously announced offering of $870 million in
aggregate principal amount of 5.75% senior notes due 2028, together with
cash on hand. The tender offer includes a concurrent consent
solicitation with respect to indenture amendments that would
significantly modify and remove certain restrictive covenants in the
indenture governing the 2023 Notes. The table below sets forth the
results of the tender offer and consent solicitation, according to
information provided by the information agent, as of the early tender
and consent deadline of 5:00 p.m., New York City time, on December 13,
2017 (the “Consent Payment Deadline”).

On December 14, 2017, NRG will accept for purchase and pay for all such
2023 Notes validly tendered and not validly withdrawn at or prior to the
early tender and consent deadline (the “Early Tender Notes”). The
aggregate consideration to be paid in respect of such Early Tender Notes
is comprised of $1,036.25 (which includes a $30.00 consent payment) per
$1,000 principal amount of 2023 Notes tendered, plus accrued and unpaid
interest from and including the most recent interest payment date, and
up to, but not including, the date of payment for the Early Tender
Notes. Any validly tendered 2023 Notes and validly delivered consents
prior to the Consent Payment Deadline may no longer be withdrawn or
revoked.

Having received the requisite consents from the holders of the 2023
Notes in the tender offer and consent solicitation, the Company, the
guarantors of the 2023 Notes and Delaware Trust Company (as successor in
interest to Law Debenture Trust Company of New York), as trustee,
executed a supplemental indenture (the “Supplemental Indenture”)
amending the indenture relating to the 2023 Notes (the “2023 Notes
Indenture”). The Supplemental Indenture eliminates substantially all of
the restrictive covenants, certain events of default and related
provisions contained in the 2023 Notes Indenture and reduces the notice
periods required for optional redemption of the 2023 Notes.

Holders tendering after the Consent Payment Deadline have until 11:59
p.m., New York City time, on December 28, 2017 (the “Expiration Date”)
to tender their notes pursuant to the tender offer. Holders who validly
tender notes after the Consent Payment Deadline and before the
Expiration Date will only be eligible to receive $1,006.25 per $1,000
principal amount of 2023 Notes tendered (which does not include the
consent payment described above), plus accrued and unpaid interest from
and including the most recent interest payment date, and up to, but not
including, the date of payment for the notes tendered.

NRG intends to redeem any 2023 Notes that remain outstanding after the
consummation of the tender offer in accordance with the terms of the
2023 Notes Indenture.

Requests for documents relating to the tender offer and consent
solicitation may be direction to D.F. King & Co., Inc., the Information
Agent, at (800) 628-8510 (Toll-Free) or (212) 269-5550. Citigroup Global
Markets Inc. is acting as Dealer Manager and Solicitation Agent for the
tender offer and 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.

The complete terms and conditions of the tender offer and the consent
solicitation are described in the Offer to Purchase and Consent
Solicitation Statement, dated November 30, 2017, copies of which may be
obtained at no charge from D.F. King & Co., Inc. The Company reserves
the right to amend the terms of the tender offer and consent
solicitation or to extend the Expiration Date for the tender offer, in
its sole discretion, at any time.

None of the Company, its board of directors, the Dealer Manager, the
Information Agent, or the trustee with respect to the 2023 Notes is
making any recommendation as to whether holders of the 2023 Notes should
tender any 2023 Notes in response to any of the tender offer or grant
consents in the consent solicitation. Holders must make their own
decision as to whether to tender any of their 2023 Notes or grant
consents to the proposed amendments and, if so, the principal amount of
2023 Notes to tender or with which to grant consents.

This press release is for informational purposes only and is not an
offer to buy, nor the solicitation of an offer to sell or a solicitation
of consents with respect to, any of the 2023 Notes. The tender offer and
consent solicitation are being made solely by the Company's Offer to
Purchase and Consent Solicitation Statement, dated November 30, 2017.
The full details of the tender offer and consent solicitation, including
complete instructions on how to tender 2023 Notes and deliver separate
consents, are included in the Offer to Purchase and Consent Solicitation
Statement. Holders of the 2023 Notes are strongly encouraged to
carefully read the Offer to Purchase and Consent Solicitation Statement
because they contain important information.

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.

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

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