NRG Yield Operating LLC, a Subsidiary of NRG Yield, Inc., Announces Consent Solicitation for Its 5.375% Senior Notes Due 2024 and 5.000% Senior Notes Due 2026

PRINCETON, N.J.–(BUSINESS WIRE)–NRG Yield Operating LLC (“Yield Operating LLC” or the “Company”), a
subsidiary of NRG Yield, Inc. (NYSE: NYLD, NYLD.A) (“NRG Yield”),
announced today that it is soliciting consents (the “Consent
Solicitation”) from holders (the “Holders”) of its outstanding 5.375%
Senior Notes due 2024 (the “2024 Notes”) and 5.000% Senior Notes due
2026 (the “2026 Notes and, together with the 2024 Notes, the “Notes”) to
effect certain amendments to the indentures governing the Notes (the
“Indentures”), as described below, upon the terms and subject to the
conditions set forth in the Consent Solicitation Statement, dated March
22, 2018 (as may be amended or supplemented from time to time, the
“Consent Solicitation Statement”). The Consent Solicitation will expire
at 5:00 p.m. New York City time, on March 29, 2018 (such time and date,
as the same may be extended by the Company from time to time, the
“Expiration Date”).

Certain details regarding the Consent Solicitation are set forth in the
table below.

As previously announced, on February 6, 2018, NRG Energy, Inc. (“NRG”)
and NRG Repowering Holdings LLC, a wholly owned subsidiary of NRG,
entered into a Purchase and Sale Agreement with a subsidiary of Global
Infrastructure Partners’ third equity fund (“GIP”), pursuant to which
the NRG parties agreed to sell to GIP NRG’s full ownership interest in
NRG Yield, consisting of NRG Yield’s Class B and Class D common stock,
as well as NRG’s renewable energy development and operations platform
and NRG’s renewable energy development pipeline (such sale, the
“Transaction”). In connection with the Transaction, NRG Yield entered
into a Consent and Indemnity Agreement (the “Consent and Indemnity
Agreement”) with NRG and GIP setting forth key terms and conditions of
NRG Yield’s consent to the Transaction. Pursuant to the Consent and
Indemnity Agreement, NRG Yield is causing the Company to commence this
Consent Solicitation upon the request of GIP. GIP will provide the funds
to make the Consent Payment (as defined below) substantially
concurrently with the consummation of the Transaction. The Transaction
is expected to close in the second half of 2018, subject to the
satisfaction of customary closing conditions, including certain
regulatory approvals.

The purpose of the Consent Solicitation is to amend the definition of
“Change of Control” in each of the Indentures to provide an exception
such that the completion of the Transaction will not constitute a Change
of Control thereunder (the “Proposed Amendments”). Accordingly, the
Proposed Amendments would eliminate any obligation of the Company to
make an offer to repurchase the Notes at 101% of the principal amount
plus accrued and unpaid interest in the event of a “Change of Control
Triggering Event” (as defined in the Indentures), which event includes
both a Change of Control and a downgrade of the Notes by both Standard &
Poor’s Ratings Group and Moody’s Investors Service, Inc. during the
period commencing 60 days prior to the consummation of the Transaction
and ending 60 days afterwards. On February 7, 2018 and in connection
with the announcement of the Transaction, Standard & Poor’s Ratings
Group and Moody’s Investors Service, Inc. reaffirmed the ratings of NRG
Yield.

If the Company receives the Requisite Consents (as defined below) with
respect to each series of Notes, the Company will make an aggregate cash
payment (the “Consent Payment”), substantially concurrently with the
consummation of the Transaction, (i) for the 2024 Notes equal to
$1,250,000, and (ii) for the 2026 Notes equal to $875,000, in each case,
to be shared by all consenting Holders of the applicable series of Notes
in the event that Holders of at least a majority of the outstanding
aggregate principal amount of such series consent (the “Requisite
Consents”) and the other conditions applicable to the Consent
Solicitation are satisfied. The Consent Payment for the Consent
Solicitation for each series of Notes is an amount, per $1,000 principal
amount of such series of Notes for which a Holder has validly delivered
(on or prior to the Expiration Date) and not validly revoked its
consent, equal to the product of $2.50 multiplied by a fraction, the
numerator of which is the aggregate principal amount of such series of
Notes outstanding at the Expiration Date and the denominator of which is
the aggregate principal amount of such series of Notes for which the
applicable Holders have validly delivered and not validly revoked
consents. As a result, the Consent Payment for each series of Notes will
range from $2.50 per $1,000 (if all Holders consent) to approximately
$5.00 per $1,000 (if Holders of only a majority of the aggregate
principal amount of the then-outstanding Notes consent). If, however,
all conditions to the Consent Solicitation with respect to one series of
Notes are not satisfied or waived, but all conditions to the Consent
Solicitation with respect to the other series of Notes are satisfied or
waived, then in the Company’s sole discretion, the Company may pay the
Consent Payment for the series of Notes as to which such conditions are
so satisfied or waived.

The Company intends to execute supplemental indentures to effect the
Proposed Amendments (the “Supplemental Indentures”) promptly upon the
Company accepting the Requisite Consents with respect to the applicable
Notes (which may occur prior to the Expiration Date); however, the
Proposed Amendments will not become operative until the payment of the
Consent Payment, which will be made substantially concurrently with the
consummation of the Transaction. If the Consent Payment is not paid
pursuant to the Consent Solicitation, the Proposed Amendments will be
deemed to be revoked retroactively to the date of the Supplemental
Indentures.

The Consent Solicitation is being made solely on the terms and subject
to the conditions set forth in the Consent Solicitation Statement. The
Company may, in its sole discretion, terminate, extend or amend the
consent solicitation at any time as described in the Consent
Solicitation Statement.

D.F. King & Co., Inc. will act as the Information and Tabulation Agent
for the Consent Solicitation. Questions or requests for assistance
related to the Consent Solicitation or for additional copies of the
Consent Solicitation Statement and other related documents may be
directed to D.F. King & Co., Inc. at (212) 269-5550 (banks and brokers)
and (800) 628-8510 (all others, toll free). Holders of the Notes may
also contact their broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Consent Solicitation.
Holders of the Notes are urged to review the Consent Solicitation
Statement for the detailed terms of the Consent Solicitation and the
procedures for consenting to the Proposed Amendments. The Company has
retained Credit Suisse, BofA Merrill Lynch and RBC Capital Markets as
solicitation agents with respect to the Consent Solicitation. Questions
concerning the terms of the Consent Solicitation should be directed to
Credit Suisse at (800) 820-1653 (toll free) or (212) 325-2476 (collect),
BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 386-6026
(collect), or RBC Capital Markets at (877) 381-2099 (toll free) or (212)
618-7843 (collect).

About NRG Yield

NRG Yield owns a diversified portfolio of contracted renewable and
conventional generation and thermal infrastructure assets in the United
States, including fossil fuel, solar and wind power generation
facilities that have the capacity to support more than two million
American homes and businesses. NRG Yield’s thermal infrastructure assets
provide steam, hot and/or chilled water, and in some instances
electricity, to commercial businesses, universities, hospitals and
governmental units in multiple locations. NRG Yield’s Class C and Class
A common stock are traded on the New York Stock Exchange under the
symbols NYLD and NYLD.A, respectively.

Forward-Looking Statements

This press 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. Forward-looking statements are
subject to certain risks, uncertainties and assumptions and typically
can be identified by the use of words such as “expect,” “estimate,”
“should,” “anticipate,” “forecast,” “plan,” “guidance,” “believe” and
similar terms. Such forward-looking statements include, but are not
limited to, statements regarding the satisfaction of the conditions to
the NRG Yield’s consent to the sale by NRG of its interests in the
Company, the Company’s future revenues, income, indebtedness, capital
structure, strategy, plans, expectations, objectives, projected
financial performance and/or business results and other future events,
and views of economic and market conditions.

Although NRG Yield believes that the expectations are reasonable, it can
give no assurance that these expectations will prove to be correct, and
actual results may vary materially. Factors that could cause actual
results to differ materially from those contemplated above include,
among others, general economic conditions, hazards customary in the
power industry, weather conditions, including wind and solar
performance, competition in wholesale power markets, the volatility of
energy and fuel prices, failure of customers to perform under contracts,
changes in the wholesale power markets, changes in government
regulations, the condition of capital markets generally, NRG Yield’s
ability to access capital markets, cyber terrorism and inadequate
cybersecurity, the ability to engage in successful mergers and
acquisitions activity, potential risks as a result of NRG’s sale of its
ownership interest in NRG Yield, including the inability to meet certain
deadlines, failure of the conditions to be met, unanticipated
liabilities in connection with the sale or the reaction of customer,
partners or lenders to the transaction, unanticipated outages at NRG
Yield’s generation facilities, adverse results in current and future
litigation, failure to identify, execute or successfully implement
acquisitions (including receipt of third party consents and regulatory
approvals), NRG Yield’s ability to enter into new contracts as existing
contracts expire, NRG Yield’s ability to acquire assets from NRG or
third parties, NRG Yield’s ability to close drop down transactions, and
NRG Yield’s ability to maintain and grow its quarterly dividends.

NRG Yield undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law. The foregoing
review of factors that could cause NRG Yield’s actual results to differ
materially from those contemplated in the forward-looking statements
included in this press release should be considered in connection with
information regarding risks and uncertainties that may affect NRG
Yield’s future results included in NRG Yield’s filings, or the filings
of Yield Operating LLC or NRG Yield LLC, with the Securities and
Exchange Commission at www.sec.gov.

1The Consent Payment for the Consent Solicitation for each
series of Notes is an amount, per $1,000 principal amount of such series
of Notes for which a Holder has validly delivered (on or prior to the
Expiration Date) and not validly revoked its consent, equal to the
product of $2.50 multiplied by a fraction, the numerator of which is the
aggregate principal amount of such series of Notes outstanding at the
Expiration Date and the denominator of which is the aggregate principal
amount of such series of Notes for which the applicable Holders have
validly delivered and not validly revoked consents. As a result, the
Consent Payment for each series of Notes will range from $2.50 per
$1,000 (if all Holders consent) to approximately $5.00 per $1,000 (if
Holders of only a majority of the aggregate principal amount of the
then-outstanding Notes consent). Holders who validly deliver (and do not
validly revoke) their consents on or prior to the Expiration Date shall
receive the Consent Payment, subject to the terms and conditions set
forth herein.

Contacts

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