8-K 1 a12-21886_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported) September 21, 2012

 

NRG Energy, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

001-15891

 

41-1724239

(Commission File Number)

 

(IRS Employer Identification No.)

 

211 Carnegie Center, Princeton, NJ

 

08540

(Address of Principal Executive Offices)

 

(Zip Code)

 

609-524-4500

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 8.01 Other Events

 

On September 21, 2012, NRG Energy, Inc. (“NRG”) and GenOn Energy, Inc. (“GenOn”) jointly announced that they have received notice from the Department of Justice and the Federal Trade Commission granting early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the previously announced merger of NRG and GenOn.

 

A copy of the press release is furnished as Exhibit 99.1 to this report on Form 8-K and is hereby incorporated by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d)         Exhibits

 

Exhibit
Number

 

Document

99.1

 

Press Release, dated September 21, 2012

 

2


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

NRG Energy, Inc.

 

(Registrant)

 

 

 

By:

/s/ David R. Hill

 

 

David R. Hill

 

 

Executive Vice President

 

 

and General Counsel

 

 

Dated: September 21, 2012

 

 

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Exhibit Index

 

Exhibit
Number

 

Document

99.1

 

Press Release, dated September 21, 2012

 

4