NRG Energy, Inc. Announces Proposed Offering of $500 Million Convertible Senior Notes

PRINCETON, N.J.–(BUSINESS WIRE)–NRG Energy, Inc. (NYSE:NRG) intends to commence an offering of $500
million in aggregate principal amount of its convertible senior notes
due 2048 (the ÔÇ£NotesÔÇØ). NRG also expects to grant the initial purchasers
a 30-day option to purchase up to an additional $75 million in aggregate
principal amount of the Notes. The Notes will be senior unsecured
obligations of NRG and will be guaranteed by certain of its subsidiaries.

The Notes will be convertible, under certain circumstances, into cash,
shares of NRGÔÇÖs common stock or a combination thereof at NRGÔÇÖs election,
based on a conversion rate to be determined. NRG will have the option to
redeem the Notes, in whole or in part, at any time, on or after June 1,
2025, at a cash redemption price equal to the principal amount of the
Notes to be redeemed, plus accrued and unpaid interest. Unless NRG has
previously called all outstanding Notes for redemption, holders of the
Notes may require NRG to repurchase their Notes on each of September 1,
2025, June 1, 2033 and June 1, 2040, at a cash repurchase price equal to
the principal amount of the Notes to be repurchased, plus accrued and
unpaid interest.

NRG intends to use cash on hand and the proceeds from the offering,
including any proceeds from the exercise of the 30-day option, to repay
a portion of its outstanding indebtedness and to pay fees and expenses
related to the offering and incurred in connection with its repayment of
indebtedness. As a result, the Notes offering is expected to be leverage
neutral.

In connection with the offering of the Notes, NRG intends to use cash on
hand to repurchase shares of its common stock in an aggregate amount to
complete NRGÔÇÖs previously announced $500 million share repurchase
program. The transactions are expected to be effected (i) by repurchases
from purchasers of the Notes in privately negotiated transactions (the
ÔÇ£Private RepurchasesÔÇØ) concurrently with the closing of the Notes
offering and (ii) through accelerated share repurchase transactions (the
ÔÇ£ASRsÔÇØ) and possibly open market repurchases. NRG intends to enter into
the ASRs with one or more financial institutions, which may include one
or more of the initial purchasers or an affiliate thereof (the ÔÇ£ASR
CounterpartiesÔÇØ), concurrently with the pricing of the Notes. The ASRs
will be conditioned upon the closing of the Notes offering.

In connection with the ASRs, NRG has been advised that the ASR
Counterparties and/or their affiliates expect to purchase shares of
NRGÔÇÖs common stock in secondary market transactions, and may execute
other transactions in NRGÔÇÖs common stock, or in derivative transactions
relating to NRGÔÇÖs common stock, beginning on the first trading day
immediately following the pricing of the Notes and during the term of
the ASRs (the ÔÇ£ASR TermÔÇØ).

These activities, including the ASRs and the Private Repurchases, may
increase, or prevent a decrease, in the market price of NRGÔÇÖs common
stock or the Notes, which could affect the ability of holders to convert
the Notes and, to the extent the activity occurs during any observation
period related to a conversion of Notes, it could affect the amount and
value of the consideration that holders will receive upon conversion of
the Notes.

NRG expects the purchase price per share of the common stock repurchased
from certain purchasers of Notes in privately negotiated transactions
concurrently with the closing of the offering of the Notes to equal the
closing price per share of NRGÔÇÖs common stock on the New York Stock
Exchange on the date of the pricing of the offering of the Notes. The
purchase price per share of the common stock repurchased through the
ASRs will generally be equal to the average volume-weighted average
price of NRGÔÇÖs common stock during the ASR Term, less a possible
discount. The exact number of shares repurchased pursuant to the ASRs
will be determined based on such purchase price.

The Notes and related guarantees are being offered only to qualified
institutional buyers in reliance on Rule 144A under the Securities Act
of 1933, as amended (the ÔÇ£Securities ActÔÇØ). The offer and sale of the
Notes, the related guarantees and any shares of common stock potentially
issuable upon conversion of the Notes have not been registered under the
Securities Act or the securities laws of any other jurisdiction, and
those securities may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements. This press release does not constitute an offer to sell
the Notes, nor a solicitation for an offer to purchase the Notes.

About NRG

At NRG, weÔÇÖre redefining power by putting customers at the center of
everything we do. We create value by generating electricity and serving
nearly 3 million residential and commercial customers through our
portfolio of retail electricity brands. A Fortune 500 company, NRG
delivers customer-focused solutions for managing electricity, while
enhancing energy choice and working towards a sustainable energy future.

Forward-Looking Statements

This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934. These statements are subject to certain
risks, uncertainties and assumptions, and typically can be identified by
the use of words such as ÔÇ£will,ÔÇØ ÔÇ£expect,ÔÇØ ÔÇ£estimate,ÔÇØ ÔÇ£anticipate,ÔÇØ
ÔÇ£forecast,ÔÇØ ÔÇ£plan,ÔÇØ ÔÇ£believeÔÇØ 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 consummate the offering, the anticipated terms of the Notes and
the anticipated use of proceeds.

NRG undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. The foregoing review of factors that could cause NRGÔÇÖs actual
results to differ materially from those contemplated in the
forward-looking statements included in this news release should be
considered in connection with information regarding risks and
uncertainties that may affect NRGÔÇÖs future results included in NRGÔÇÖs
filings with the Securities and Exchange Commission.

Contacts

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