RRI Energy and Mirant - more trading in Houston

ATLANTA, GA and HOUSTON, TX – April 11, 2010 – Mirant Corporation (NYSE: MIR) and RRI Energy, Inc. (NYSE: RRI) announced today that they have entered into a definitive agreement to create GenOn Energy, which will be one of the largest independent power producers in the United States, with approximately 24,700 megawatts (MW) of electric generating capacity and a pro forma market capitalization of $3.1 billion. The transaction is structured as an all-stock, tax-free merger.

Under the terms of the merger agreement, which has been approved unanimously by the Boards of Directors of both companies, Mirant stockholders will receive a fixed ratio of 2.835 shares of RRI Energy common stock for each share of Mirant common stock they own. The ratio reflects an at-market transaction based on the volume-weighted average price for the preceding 10 trading days. Upon closing, which is expected before the end of 2010, Mirant stockholders will own approximately 54% of the equity of the combined company and RRI Energy stockholders will own approximately 46%.

Edward R. Muller, chairman and chief executive officer of Mirant, will be chairman and chief executive officer of the combined company until 2013, when he plans to retire. Mark M. Jacobs, president and chief executive officer of RRI Energy, will be president and chief operating officer of GenOn and will serve on its board. Jacobs is to succeed Muller as CEO in 2013. J. William Holden III, currently chief financial officer of Mirant, will be chief financial officer of GenOn. The GenOn Board of Directors will be comprised of 10 directors, with five members of the current Mirant Board and the five members of the current RRI Energy Board. GenOn's corporate headquarters will be located in Houston.

The merger brings together two organizations with complementary electric generating assets and proven operational excellence, enabling GenOn to derive substantial near- and long-term benefits from significant cost savings, greater scale, geographic diversity, and increased financial strength and flexibility. GenOn will have a strategically balanced presence across key regions, including the Mid-Atlantic, California, the Northeast, the Southeast and the Midwest.

Compelling Strategic Rationale

Significant Consolidation Savings. Stockholders of both companies will benefit from significant value creation driven by expected annual cost savings of $150 million. These costs savings will come from reductions in corporate overhead and will be realized fully starting in January 2012.
Increased Financial Strength and Flexibility. The combined cash balance of the companies as of December 31, 2009 was $2.9 billion, and the merged company will have ample liquidity. GenOn's strong balance sheet and enhanced financial flexibility will provide it with added stability through industry cycles and position it to benefit from an improvement in market fundamentals.
Enhanced Diversity Across Generation Fleets. GenOn will be strategically well-positioned to serve key geographic markets. RRI Energy owns and leases a total of 14,581 MW of generation assets in Southern California (3,392 MW), the Midwest (MISO) (1,696 MW), the Mid Atlantic (PJM) (6,952 MW) and the Southeast (1,911 MW). Mirant owns and leases a total of 10,076 MW of generation assets in Northern California (2,347 MW), the Mid Atlantic (5,194 MW) and the Northeast (2,535 MW). Both companies generate electricity utilizing coal, natural gas and oil.
"Bringing together RRI Energy and Mirant is a true merger of equals, combining two companies with complementary strengths, a shared strategic vision and a commitment to value creation," said Mr. Muller. "This compelling combination will create tremendous value for stockholders of both companies as our business benefits from cost savings, greater scale, and enhanced financial strength and flexibility."

"We are committed to delivering the cost savings benefits and successfully integrating Mirant and RRI Energy," said Mr. Jacobs. "We will bring together the best operating practices from both organizations, building on our excellent track records."

The combined fleets are largely complementary, with limited overlap in their respective operating regions. The transaction is subject to customary closing conditions, including approval by the stockholders of RRI Energy and Mirant, U.S. antitrust approval and approval by the Federal Energy Regulatory Commission (FERC). The closing is also subject to the refinancing of a portion of each company's existing debt.

Mirant's financial advisor was J.P. Morgan and its legal advisor was Wachtell, Lipton, Rosen & Katz. Goldman, Sachs & Co. and Morgan Stanley acted as RRI Energy's financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP acted as RRI Energy's legal counsel.