RRI Energy Announces Cash Tender Offer for Senior Secured Notes and PEDFA Bonds

• Press Release
• Source: RRI Energy, Inc.
• On 5:38 pm EDT, Monday September 21, 2009

HOUSTON--(BUSINESS WIRE)--RRI Energy, Inc. (NYSE:RRI - News) today announced that it has commenced a cash tender offer (the "Tender Offer") to purchase up to $150,000,000 aggregate principal amount (as may be increased by the Company, the "Maximum Acceptance Amount") of the securities listed below. Subject to applicable law, RRI may increase the Maximum Acceptance Amount in its sole discretion to no more than $250,000,000 aggregate principal amount of securities. The purchase price will be determined in accordance with a modified Dutch auction procedure on the terms and conditions set forth in the Offer to Purchase dated September 21, 2009 (the "Offer to Purchase").

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Symbol	Price	Change
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Holders who validly tender (and do not validly withdraw) Notes or Bonds at or prior to 5:00 p.m., New York City time, on October 5, 2009 (as may be extended by the Company, the "Early Participation Deadline") will receive the applicable "Total Consideration" (as described below), which includes an early participation payment of $20 per $1,000 principal amount of Notes or Bonds tendered and accepted for payment in the Tender Offer (the "Early Participation Payment"). Holders who validly tender (and do not validly withdraw) Notes or Bonds after the Early Participation Deadline and at or prior to the Expiration Time described below will receive the Total Consideration minus the Early Participation Payment (the "Late Tender Consideration").

The Tender Offer is scheduled to expire at 12:00 midnight, New York City time, on October 19, 2009 (as may be extended by the Company, the "Expiration Time"). Tendered Notes and Bonds may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on October 5, 2009 (as may be extended by the Company, the "Withdrawal Deadline"), but not thereafter. Holders who validly tender Notes or Bonds after the Withdrawal Deadline may not withdraw the Notes or Bonds tendered pursuant to the Tender Offer.

The "Total Consideration" for each $1,000 principal amount of Notes or Bonds validly tendered (and not withdrawn) on or prior to the Early Participation Date and accepted for purchase by the Company will be equal to the sum of: (i) the applicable "Base Price", as set forth in the table above and (ii) the Clearing Premium, which Clearing Premium will be determined pursuant to a modified Dutch Auction by consideration of the "bid price" specified by each holder that tenders Notes or Bonds pursuant to such Tender Offer. The bid price for tendered Notes or Bonds represents the minimum Total Consideration a holder is willing to receive for those Notes or Bonds and must fall within the acceptable bid price range specified in the table above.

The "Clearing Premium" with respect to each of the Notes and Bonds will be the lowest single bid premium (the amount by which each bid price exceeds the applicable Base Price) at which RRI will be able to purchase the Maximum Acceptance Amount of Notes and Bonds by accepting validly tendered (and not validly withdrawn) Notes and Bonds with bid premiums equal to or less than this lowest single premium. If the aggregate amount of Notes or Bonds validly tendered at or below the Clearing Premium would cause RRI to purchase more than the Maximum Acceptance Amount, then RRI first will accept tenders of Notes and Bonds with bid premiums below the Clearing Premium and then will accept tenders with bid premiums equal to the Clearing Premium on a prorated basis up to the Maximum Acceptance Amount.

In addition to the Total Consideration or Late Tender Consideration, RRI will pay accrued and unpaid interest on all Notes and Bonds tendered and accepted for payment in the Tender Offer from the last interest payment date to, but not including, the date on which the Notes and Bonds are purchased by the Company.

The Tender Offer is conditioned upon the satisfaction or waiver of certain conditions as described in the Offer to Purchase.

RRI has retained Deutsche Bank Securities Inc. to act as the dealer manager for the Tender Offer and has retained Global Bondholder Services Corporation to act as the Information Agent and Depositary for the Tender Offer. Questions regarding the Tender Offer should be directed to the Dealer Manager at 800-553-2826 (toll-free) or 212-250-7772 (collect). Requests for documentation should be directed to the Information Agent at 212-430-3774 (for banks and brokers only) or 866-952-2200 (for all others toll-free).

This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell with respect to any Notes or Bonds. The Tender Offer is being made solely pursuant to the Offer to Purchase and related documents.

The Tender Offer is not being made to holders of Notes or Bonds in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of RRI by the dealer manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About RRI Energy, Inc.

RRI Energy, Inc. (NYSE:RRI - News), based in Houston, provides electricity to wholesale customers in the United States. The company is one of the largest independent power producers in the nation with more than 14,000 megawatts of power generation capacity across the United States. These strategically located generating assets use natural gas, fuel oil and coal. For more information, visit http://www.rrienergy.com. RRI routinely posts all important information on its investor page at this Web site.

This news release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that contain projections, estimates or assumptions about our revenues, margins, capital structure and other financial items, and plans and objectives for future operations or about our future economic performance, economic and market conditions, possible transactions and dispositions, financings or offerings. In many cases you can identify forward-looking statements by terminology such as "anticipate," "estimate," "believe," "continue," "could," "intend," "may," "plan," "potential," "predict," "should," "will," "expect," "objective," "projection," "forecast," "goal," "guidance," "outlook," "effort," "target" and other similar words. However, the absence of these words does not mean that the statements are not forward-looking.

Actual results may differ materially from those expressed or implied by forward-looking statements as a result of many factors or events, including, but not limited to, legislative, regulatory and/or market developments, the outcome of pending lawsuits, governmental proceedings and investigations, the effects of competition, financial and economic market conditions, access to capital, the timing and extent of changes in commodity prices and interest rates, weather conditions and other factors we discuss or refer to in the "Risk Factors" section of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission.

Each forward-looking statement speaks only as of the date of the particular statement and we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

RRI Energy, Inc.
Media Relations:
Laurie Fickman, 713-497-7720
or
Investor Relations:
Dennis Barber, 713-497-3042
www.rrienergy.com