PRINCETON, N.J.--(BUSINESS WIRE)--Feb. 10, 2014-- NRG Energy, Inc. (NYSE:NRG), announced today the final results of its previously announced offer to purchase up to $400 million in aggregate principal amount (the “Maximum Tender Amount”) of its outstanding 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”), which offer commenced on January 10, 2014 (the “Tender Offer”).

The Tender Offer expired at midnight, New York City time, on February 7, 2014 (the “Expiration Date”). An aggregate principal amount of $308,520,000 of 8.50% Notes and $191,792,000 of 7.625% Notes were validly tendered in the Tender Offer. The table below sets forth for each series of 2019 Notes the principal amount of 2019 Notes validly tendered and accepted for purchase pursuant to the Tender Offer:

The amount of each series of 2019 Notes accepted for purchase was determined under the terms and conditions set forth in the Offer to Purchase, dated January 10, 2014 in accordance with the acceptance priority levels (the “Acceptance Priority Levels”) (in numerical priority order) specified in the table above. Subject to the terms and conditions set forth in the Offer to Purchase, including the Maximum Tender Amount, the Acceptance Priority Levels and proration, the Company accepted for purchase the 2019 Notes that were validly tendered on or prior to the Expiration Date as set forth in the table above. Accordingly, all of the 8.50% Notes validly tendered were accepted for purchase before any of the 7.625% Notes validly tendered were accepted for purchase. Because the amount of 7.625% Notes tendered exceeded the amount available to purchase 7.625% Notes after taking into account the Acceptance Priority Levels and Maximum Tender Amount, the principal amount of 7.625% Notes accepted for purchase was determined by proration by multiplying each Holder’s tender by the proration factor set forth in the table above.

7.625% Notes not accepted for purchase will be promptly returned to the tendering holder. The Company made appropriate adjustments to avoid purchases of the 2019 Notes in principal amounts other than integral multiples of $5,000 for the 8.50% Notes and $1,000 for the 7.625% Notes. If the principal amount of 7.625% Notes to be returned to a holder as a result of proration would have resulted in less than the minimum denomination being returned to such holder, the Company returned to such holder such additional principal amount of 2019 Notes as was required to meet such minimum denomination.

As previously announced, holders who validly tendered and did not validly withdraw their 2019 Notes at or prior to 5:00 p.m., New York City time, on January 24, 2014 (the “Early Tender Date”), and whose 2019 Notes were accepted for purchase and payment pursuant to the Tender Offer, received the applicable Total Consideration (as defined in the Offer to Purchase) which includes the applicable Early Tender Premium (as defined in the Offer to Purchase). Holders who validly tendered and did not validly withdraw their 2019 Notes after the Early Tender Date but at or prior to the Expiration Date, and whose 2019 Notes were accepted for purchase and payment pursuant to the Tender Offer, were not entitled to receive the applicable Total Consideration and instead were entitled to receive only the applicable “Tender Offer Consideration” which is equal to the applicable Total Consideration minus the applicable Early Tender Premium. Holders of 2019 Notes accepted for purchase also received accrued and unpaid interest on those 2019 Notes from the last interest payment date with respect to such 2019 Notes to, but not including February 10, 2014 (the “Final Settlement Date”).

This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell with respect to any of the 2019 Notes. The Tender Offer was made solely by the Company's Offer to Purchase, dated January 10, 2014.

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 Energy, Inc.’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 Energy, Inc. 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 Energy, Inc.’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 Energy, Inc.’s filings with the SEC at www.sec.gov.

Source: NRG Energy, Inc.

NRG Energy, Inc.
Media:
Karen Cleeve, 609-524-4608
David Knox, 832-357-5730
Investors:
Chad Plotkin, 609-524-4526
Dan Keyes, 609-524-4527