NRG Energy, Inc. Prices NRG and Texas Genco Bond Tender Offers

Business Wire, Jan 26, 2006

PRINCETON, N.J. -- NRG Energy, Inc. (NYSE:NRG) today announced the pricing terms of its previously announced tender offer for any and all outstanding $1,080,412,000 aggregate principal amount of its 8% second priority senior secured notes due 2013 (CUSIP No. 629377AS1) (the "NRG Notes") and related consent solicitation under NRG's Offer to Purchase and Consent Solicitation Statement dated December 15, 2005 relating to the NRG Notes. NRG also announced today the pricing terms of its previously announced tender offer for any and all outstanding $1,125,000,000 aggregate principal amount of Texas Genco LLC's and Texas Genco Financing Corp.'s 6.875% senior notes due 2014 (CUSIP Nos. 882444AA0, U88243AA5) (the "Texas Genco Notes") and related consent solicitation under NRG's Offer to Purchase and Consent Solicitation Statement dated December 15, 2005 relating to the Texas Genco Notes.

In addition, NRG today announced that it is extending the tender offer for the NRG Notes. The tender offer for the NRG Notes will now expire at 8:00 a.m., New York City time, on February 2, 2006, unless further extended (the "NRG Notes Expiration Date").

NRG also announced today that it is extending the tender offer for the Texas Genco Notes. The tender offer for the Texas Genco Notes will now expire at 5:00 p.m., New York City time, on February 2, 2006, unless further extended (the "Texas Genco Notes Expiration Date").

Tender Offer and Consent Solicitation for NRG Notes

The total consideration for each $1,000 principal amount of NRG Notes (the "NRG Notes Total Consideration"), which will be payable in respect of the NRG Notes that are accepted for payment and that were validly tendered on or prior to December 29, 2005 (the "Consent Date"), will be $1,117.17 per $1,000.00 principal amount of the NRG Notes, which includes a $30.00 consent payment payable only in respect of NRG Notes that were tendered on or prior to the Consent Date. The NRG Notes Total Consideration was determined as of 2:00 p.m., New York City time, today, and was calculated based on the present value of $1,040.00 and all future interest payments on the NRG Notes to December 15, 2008, minus accrued and unpaid interest from the last date on which interest has been paid, up to, but not including, the scheduled payment date. The present value was determined using the yield on the 3.375% U.S. Treasury Note due December 15, 2008, which was 4.3860% as of 2:00 p.m., New York City time, today, plus a fixed spread of 50 basis points. Holders who validly tender their NRG Notes after the Consent Date and on or prior to 8:00 a.m., New York City time, on the NRG Notes Expiration Date, unless extended, will be eligible to receive the tender offer consideration, which consists of the NRG Notes Total Consideration less the consent payment (the "NRG Notes Tender Offer Consideration").

The scheduled payment date for the NRG Notes will be February 2, 2006 and the calculation of the NRG Notes Total Consideration and NRG Notes Tender Offer Consideration is based on this date. In addition to the NRG Notes Total Consideration or NRG Notes Tender Offer Consideration, as the case may be, tendering holders will receive accrued and unpaid interest to, but not including, February 2, 2006.

Tender Offer and Consent Solicitation for Texas Genco Notes

The total consideration for each $1,000 principal amount of Texas Genco Notes (the "Texas Genco Notes Total Consideration"), which will be payable in respect of the Texas Genco Notes that are accepted for payment and that were validly tendered on or prior to the "Consent Date", will be $1,086.00 per $1,000.00 principal amount of the Texas Genco Notes, which includes a $30.00 consent payment payable only in respect of Texas Genco Notes that were tendered on or prior to the Consent Date. The Texas Genco Notes Total Consideration for the Texas Genco Notes was determined as of 2:00 p.m., New York City time, today, and was calculated based on the sum of (i) 40% of the Equity Claw-back Price and (ii) 60% of the Fixed Spread Price. The "Equity Claw-back Price" is equal to $1,068.75 per $1,000 principal amount of Texas Genco Notes validly tendered. The "Fixed Spread Price" is equal to the present value of $1,034.38 and all future interest payments on the Texas Genco Notes to December 15, 2009, minus accrued and unpaid interest from the last date on which interest has been paid, up to, but not including, the scheduled payment date. The present value was determined using the yield on the 3.5% U.S. Treasury Note due December 15, 2009, which was 4.3930% as of 2:00 p.m., New York City time, today, plus a fixed spread of 50 basis points. Holders who validly tender their Texas Genco Notes after the Consent Date and on or prior to 5:00 p.m., New York City time, on the Texas Genco Notes Expiration Date, unless extended, will be eligible to receive the tender offer consideration, which consists of the Texas Genco Notes Total Consideration less the consent payment (the "Texas Genco Notes Tender Offer Consideration").