NRG receives consents to amend 8% notes, Texas Genco's 6 7/8% notes

New York, Dec. 29 - NRG Energy, Inc. said it received the necessary consents to amend its $1.08 billion of 8% second priority senior secured notes due 2013 and the $1.125 billion of Texas Genco LLC's and Texas Genco Financing Corp.'s 6 7/8% senior notes due 2014.

By the consent deadline of 5 p.m. ET on Dec. 29, holders had tendered and given consents for 99.78% of the 8% notes and 99.98% of the 6 7/8% notes.

The issuers will enter into supplemental indentures incorporating the amendments although the changes will not become effective until NRG buys the notes.

As announced on Dec. 15, NRG is tendering for the notes and seeking consents as part of the previously announced financing plan related to NRG's acquisition of Texas Genco LLC. NRG said it is planning to close that deal in the first quarter of 2006.

For each $1,000 principal amount of the NRG notes, the company is offering the present value of $1,040 and all future interest payments to Dec. 15, 2008, minus accrued interest from the last coupon up to but excluding the payment date, discounted using the yield on the 3 3/8% U.S. Treasury note due Dec. 15, 2008 plus 50 basis points. The total includes a consent payment of $30.00 per $1,000 principal amount that will only be paid to holders who tender by the consent deadline.

For each $1,000 principal amount of the Texas Genco notes, the company is offering 40% of the equity clawback price of $1,068.75 per $1,000 principal amount and 60% of the fixed spread price. The fixed spread price is the present value of $1,034.38 and all future interest payments to Dec. 15, 2009, minus accrued interest from the last coupon up to but excluding the payment date, discounted using the yield on the 3½% U.S. Treasury note due Dec. 15, 2009 plus 50 basis points. The total includes a consent payment of $30.00 per $1,000 principal amount that will only be paid to holders who tender by the consent deadline.

The consent deadline for both offers was 5 p.m. ET on Dec. 29, and the tenders end at 5 p.m. ET on Jan. 31.

The consent solicitation for the NRG notes is to eliminate substantially all of the restrictive covenants and certain events of default and related provisions in the indenture and waive application of the restrictive covenants to allow part of the funds to be raised in connection with the pending acquisition of Texas Genco LLC to be held in escrow pending the closing of that acquisition.

Holders who tender must consent to the amendments and waiver.

For the Texas Genco notes, NRG is seeking to eliminate substantially all of the restrictive covenants and certain events of default and related provisions.

Holders who tender must consent to the amendments.

NRG, a Princeton, N.J., power generator, said the offers are subject to conditions including NRG having raised funds to pay for the offers, completion of the acquisition of Texas Genco and the receipt of consents from holders of a majority of each series of notes.

Morgan Stanley & Co. Inc. (800 624-1808 or call collect 212 761-1457) and Citigroup Corporate and Investment Banking (800 558-3745 or call collect 212 723-6106) are dealer managers and solicitation agents. MacKenzie Partners, Inc. is the information agent (800 322-2885 or call collect 212 929-5500).

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