8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): January 30, 2018

GenOn Energy, Inc.

(Exact name of Registrant as specified in its charter)

76-0655566 (IRS Employer Identification No.)

001-16455 (Commission File Number)

GenOn Americas Generation, LLC

(Exact name of Registrant as specified in its charter)

51-0390520 (IRS Employer Identification No.)

333-63240 (Commission File Number)

Delaware
(State or other jurisdiction of
incorporation) (609) 524-4500
(Registrant’s telephone number,
including area code)

804 Carnegie Center,

Princeton, New Jersey 08540
(Address of principal executive offices, including zip code)

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:

o 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)

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

o Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   o

Item 1.03. Bankruptcy or Receivership.

As previously disclosed, on June 14, 2017 (the “Petition Date”), GenOn Energy, Inc. (“GenOn”), GenOn Americas Generation, LLC (“GAG”) and certain of their directly and indirectly-owned subsidiaries (collectively, the “Debtors”) filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”).

On December 12, 2017 (the “Confirmation Date”), the Bankruptcy Court entered the Order Confirming the Third Amended Joint Chapter 11 Plan of Reorganization of GenOn Energy, Inc. and its Debtor Affiliates (the “Confirmation Order”), which approved and confirmed the Debtors’ Third Amended Joint Chapter 11 Plan of Reorganization (the “Plan”).

On December 12, 2017, the Bankruptcy Court also entered the Order Approving Debtors’ Emergency Motion for Entry of an Order (I) Approving a Global Settlement and (II) Granting Related Relief (the “GAG Order”), which became effective upon the entry of the Confirmation Order and which granted an administrative claim to holders of Allowed GAG Note Claims against GenOn in an amount equal to the value of the treatment afforded to holders of Allowed Class 5 GAG Notes Claims (as defined in the Plan) under the Plan (the “GAG Administrative Claim”).

As previously disclosed on the Debtors’ current report on Form 8-K (filed January 30, 2018), on January 26, 2018, the Debtors filed an Emergency Motion for Entry of an Order (I) Authorizing and Directing Certain Actions in Furtherance of the GAG Settlement, (II) Approving the Partial Payment Notice, and (III) Granting Related Relief (the “GAG Motion”). On January 30, 2018, the Bankruptcy Court entered the Order Approving Debtors’ Emergency Motion for Entry of an Order (I) Authorizing and Directing Certain Actions in Furtherance of the GAG Settlement, (II) Approving the Partial Payment Notice, and (III) Granting Related Relief  (the “Order”).

Pursuant to the Order, the Debtors have elected to make a partial payment in respect of the GAG Administrative Claim, the material terms and consequences of which are set forth below:

1.Partial Payment Amount: $300,000,000

(a)GAG 8.50% Senior Notes due 2021 (CUSIP 60467PAQ7 and 60467PAN4): 158,433,260 ($432.991331 per 1,000 of principal amount)

(b)GAG 9.125% Senior Notes due 2031 (CUSIP 60467PAJ3): $141,566,740 ($430.294043 per 1,000 of principal amount)

2.Record Date: January 30, 2018

3.Trustee Payment Date: February 1, 2018

4.Pro Forma GAG Administrative Claim Amount: $362,508,835.96

5.Pro Forma Interest Payment Calculation: 9.0% of $404,796,634, effective as of February 1, 2018

The partial payment will have no effect on the principal balance of the underlying GAG Notes (as defined in the Plan).  Any unpaid balance of the GAG Administrative Claim, which is currently $362,508,835.96 as a result of the $300 million partial payment and can be further reduced by any additional partial payment(s), will be paid on or before the Effective Date as provided in the Plan. The Interest Payment (as defined in the GAG Order) due on February 1, 2018, and any additional Interest Payments thereafter, will be 9.0% of $404,796,634, subject to any further reductions as a result of any additional partial payments made hereafter. A Notice of Partial Payment of GAG Administrative Claim (the “Notice”) was sent to the trustee for the indenture governing the GAG Notes, the Depository Trust Company, the Financial Industry Regulatory Authority and other parties in interest.

The foregoing description of the Order and the Notice does not purport to be complete and is qualified in its entirety by reference to the complete text of the Order and the Notice, which are attached hereto as Exhibit 99.1 and 99.2, respectively, and incorporated herein by reference.

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Cautionary Note Regarding Forward-Looking Information

Certain of the statements included in this Current Report on Form 8-K constitute “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. In particular, they include statements relating to future actions and strategies of GenOn and its subsidiaries. These forward-looking statements are based on current expectations and projections about future events. Readers are cautioned that forward-looking statements are not guarantees of future operating and financial performance or results and involve substantial risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of GenOn and its subsidiaries may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, factors described from time to time in GenOn’s reports filed with the SEC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Order Approving Debtors’ Emergency Motion for Entry of an Order (I) Authorizing and Directing Certain Actions in Furtherance of the GAG Settlement, (II) Approving the Partial Payment Notice, and (III) Granting Related Relief.
99.2	Notice of Partial Payment of GAG Administrative Claim.

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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.

January 30, 2018	GenOn Energy, Inc.
	(Registrant)
	By:	/s/ Mark A. McFarland
		Mark A. McFarland
		Chief Executive Officer
	GenOn Americas Generation, LLC
	(Registrant)
	By:	/s/ Mark A. McFarland
		Mark A. McFarland
		Chief Executive Officer

EX-99.1

Exhibit 99.1

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION ENTERED
01/30/2018

	)
In re:	)	Chapter 11
	)
GENON ENERGY, INC., et al.,(1)	)	Case No. 17-33695 (DRJ)
	)
Debtors.	)	(Jointly Administered)
	)
	)	Re: Docket No.

ORDER APPROVING DEBTORS’ EMERGENCY MOTION FOR ENTRY
OF AN ORDER (I) AUTHORIZING AND DIRECTING CERTAIN
ACTIONS IN FURTHERANCE OF THE GAG SETTLEMENT AND
CONFIRMATION ORDER, (II) APPROVING THE PARTIAL
PAYMENT NOTICE, AND (III) GRANTING RELATED RELIEF

(Docket No. 1368)

Upon the motion (the “Motion”)(2) of the above-captioned debtors and debtors in possession (collectively, the “Debtors”) for entry of an order (this “Order”) (a) authorizing and directing the

(1)The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: GenOn Energy, Inc. (5566); GenOn Americas Generation, LLC (0520); GenOn Americas Procurement, Inc. (8980); GenOn Asset Management, LLC (1966); GenOn Capital Inc. (0053); GenOn Energy Holdings, Inc. (8156); GenOn Energy Management, LLC (1163); GenOn Energy Services, LLC (8220); GenOn Fund 2001 LLC (0936); GenOn Mid-Atlantic Development, LLC (9458); GenOn Power Operating Services MidWest, Inc. (3718); GenOn Special Procurement, Inc. (8316); Hudson Valley Gas Corporation (3279); Mirant Asia-Pacific Ventures, LLC (1770); Mirant Intellectual Asset Management and Marketing, LLC (3248); Mirant International Investments, Inc. (1577); Mirant New York Services, LLC (N/A); Mirant Power Purchase, LLC (8747); Mirant Wrightsville Investments, Inc. (5073); Mirant Wrightsville Management, Inc. (5102); MNA Finance Corp. (8481); NRG Americas, Inc. (2323); NRG Bowline LLC (9347); NRG California North LLC (9965); NRG California South GP LLC (6730); NRG California South LP (7014); NRG Canal LLC (5569); NRG Delta LLC (1669); NRG Florida GP, LLC (6639); NRG Florida LP (1711); NRG Lovett Development I LLC (6327); NRG Lovett LLC (9345); NRG New York LLC (0144); NRG North America LLC (4609); NRG Northeast Generation, Inc. (9817); NRG Northeast Holdings, Inc. (9148); NRG Potrero LLC (1671); NRG Power Generation Assets LLC (6390); NRG Power Generation LLC (6207); NRG Power Midwest GP LLC (6833); NRG Power Midwest LP (1498); NRG Sabine (Delaware), Inc. (7701); NRG Sabine (Texas), Inc. (5452); NRG San Gabriel Power Generation LLC (0370); NRG Tank Farm LLC (5302); NRG Wholesale Generation GP LLC (6495); NRG Wholesale Generation LP (3947); NRG Willow Pass LLC (1987); Orion Power New York GP, Inc. (4975); Orion Power New York LP, LLC (4976); Orion Power New York, L.P. (9521); RRI Energy Broadband, Inc. (5569); RRI Energy Channelview (Delaware) LLC (9717); RRI Energy Channelview (Texas) LLC (5622); RRI Energy Channelview LP (5623); RRI Energy Communications, Inc. (6444); RRI Energy Services Channelview LLC (5620); RRI Energy Services Desert Basin, LLC (5991); RRI Energy Services, LLC (3055); RRI Energy Solutions East, LLC (1978); RRI Energy Trading Exchange, Inc. (2320); and RRI Energy Ventures, Inc. (7091). The Debtors’ service address is: 804 Carnegie Center, Princeton, New Jersey 08540.

(2)   Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.

GAG Notes Trustee to process any Partial Payment, (b) approving the Partial Payment Notice, and (c) granting related relief.

This Order grants all related relief, all as more fully set forth in the Motion and the terms and conditions above; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and this Court having found that it may enter a final order consistent with Article III of the United States Constitution; and this Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having found that it has authority to enter this Order pursuant to 11 U.S.C. §§ 363(b), 1142(b), and 105(a); and this Court having found that the relief requested in the Motion is in the best interests of the Debtors’ estates, their creditors, and other parties in interest; and this Court having found that the Debtors’ notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and no other notice need be provided; and this Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing before this Court (the “Hearing”); and this Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before this Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT:

1.             The Motion is granted as set forth herein.

2.             The Debtors are authorized, but not directed, in consultation with the GenOn Steering Committee, to make Partial Payments, including, but not limited to, a Partial Payment in the amount of $300 million on February 1, 2018, which payment shall have a record date of

2

January 30, 2018. Any Partial Payment on account of the GAG Administrative Claim shall be allocated on a pro rata basis.

3.             The form of Partial Payment Notice, attached hereto as Exhibit 1, is approved. The Debtors shall serve the Partial Payment Notice in accordance with the Motion.

4.             The Debtors shall serve the Partial Payment Notice on the GAG Notes Trustee, FINRA, and DTC no later than two (2) business days prior to the payment date of the Partial Payment. The GAG Notes Trustee is authorized and directed to process Partial Payments in accordance with the Partial Payment Notice and this Order and distribute to DTC any Partial Payment funds it receives within two (2) business days of such funds being deposited with the GAG Notes Trustee.

5.             Without limiting the foregoing paragraph in any respect, the Debtors are authorized to process any Partial Payment via DTC or like processes.

6.             Distributions to the GAG Noteholders of Partial Payments in respect of the GAG Administrative Claim shall not constitute repayments of principal or interest, and DTC and all other applicable clearing systems shall cooperate with and take all actions reasonably requested by the GAG Notes Trustee to facilitate such distributions without requiring that such distributions be characterized as repayments of principal or interest.

7.             The Debtors are authorized to calculate Interest Payments on and after February 1, 2018, as being based on the then outstanding amount of the GAG Notes less the amount of any Partial Payment(s). In the event that a Partial Payment (or payment in full of the GAG Administrative Claim) is made other than the last calendar day of any month, then any Interest Payment made with respect to that month shall be treated in part as an Interest Payment and in part

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as an additional Partial Payment in such proportions that the Interest Payment for the given month shall equal 0.75% of the average daily principal outstanding during the given month.

8.           Current, former, and future holders and beneficial holders of the GAG Notes are hereby enjoined from commencing or continuing any action or proceeding against the GAG Notes Trustee, DTC, the Debtors, and NRG, and each of their respective affiliates, arising out of, relating to, or in connection with this Order and the execution, delivery, and implementation by such parties (including the GAG Notes Trustee and DTC) of this Order, including effectuating any Partial Payment, except to compel the GAG Notes Trustee or DTC to comply with the terms of this Order.

9.           Except as otherwise set forth herein, nothing in this Order affects any portion of the Confirmation Order.

10.         The Debtors are authorized to take all actions necessary or appropriate to effectuate the relief granted in this Order in accordance with the Motion.

11.         Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order are immediately effective and enforceable upon its entry.

12.         All time periods set forth in this Order shall be calculated in accordance with Bankruptcy Rule 9006(a).

13.         This Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order.

Signed:  January 30, 2018	/s/ David R. Jones
	DAVID R. JONES
	UNITED STATES BANKRUPTCY JUDGE

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Exhibit 1

Form of Partial Payment Notice

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION

	)
In re:	)	Chapter 11
	)
GENON ENERGY, INC., et al.,(1)	)	Case No. 17-33695 (DRJ)
	)
Debtors.	)	(Jointly Administered)
	)

NOTICE OF PARTIAL PAYMENT OF GAG ADMINISTRATIVE CLAIM

GenOn Energy, Inc. and certain of its subsidiaries (collectively, the “Debtors”) commenced voluntary chapter 11 cases on June 14, 2017 in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The cases are jointly administered under the lead case In re GenOn Energy, Inc., Case No. 17-33695 (DRJ).

On December 12, 2017, the Bankruptcy Court approved a plan of reorganization granting an allowed claim plus certain accrued interest (the “GAG Administrative Claim”), estimated to be approximately $[•] as of the date hereof, to the holders of GenOn Americas Generation, LLC (“GAG”) 8.50% Senior Notes due 2021 and the GAG 9.125% Senior Notes due 2031 (collectively, the “GAG Notes,” and holders of such notes, the “GAG Noteholders”). The Debtors can are authorized to pay the GAG Administrative Claim on or before the Effective Date.

On [•], 2018, the Bankruptcy Court entered the Order Approving Debtors’ Emergency Motion for Entry of an Order (I) Authorizing and Directing Certain Actions in Furtherance of the

(1)The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: GenOn Energy, Inc. (5566); GenOn Americas Generation, LLC (0520); GenOn Americas Procurement, Inc. (8980); GenOn Asset Management, LLC (1966); GenOn Capital Inc. (0053); GenOn Energy Holdings, Inc. (8156); GenOn Energy Management, LLC (1163); GenOn Energy Services, LLC (8220); GenOn Fund 2001 LLC (0936); GenOn Mid-Atlantic Development, LLC (9458); GenOn Power Operating Services MidWest, Inc. (3718); GenOn Special Procurement, Inc. (8316); Hudson Valley Gas Corporation (3279); Mirant Asia-Pacific Ventures, LLC (1770); Mirant Intellectual Asset Management and Marketing, LLC (3248); Mirant International Investments, Inc. (1577); Mirant New York Services, LLC (N/A); Mirant Power Purchase, LLC (8747); Mirant Wrightsville Investments, Inc. (5073); Mirant Wrightsville Management, Inc. (5102); MNA Finance Corp. (8481); NRG Americas, Inc. (2323); NRG Bowline LLC (9347); NRG California North LLC (9965); NRG California South GP LLC (6730); NRG California South LP (7014); NRG Canal LLC (5569); NRG Delta LLC (1669); NRG Florida GP, LLC (6639); NRG Florida LP (1711); NRG Lovett Development I LLC (6327); NRG Lovett LLC (9345); NRG New York LLC (0144); NRG North America LLC (4609); NRG Northeast Generation, Inc. (9817); NRG Northeast Holdings, Inc. (9148); NRG Potrero LLC (1671); NRG Power Generation Assets LLC (6390); NRG Power Generation LLC (6207); NRG Power Midwest GP LLC (6833); NRG Power Midwest LP (1498); NRG Sabine (Delaware), Inc. (7701); NRG Sabine (Texas), Inc. (5452); NRG San Gabriel Power Generation LLC (0370); NRG Tank Farm LLC (5302); NRG Wholesale Generation GP LLC (6495); NRG Wholesale Generation LP (3947); NRG Willow Pass LLC (1987); Orion Power New York GP, Inc. (4975); Orion Power New York LP, LLC (4976); Orion Power New York, L.P. (9521); RRI Energy Broadband, Inc. (5569); RRI Energy Channelview (Delaware) LLC (9717); RRI Energy Channelview (Texas) LLC (5622); RRI Energy Channelview LP (5623); RRI Energy Communications, Inc. (6444); RRI Energy Services Channelview LLC (5620); RRI Energy Services Desert Basin, LLC (5991); RRI Energy Services, LLC (3055); RRI Energy Solutions East, LLC (1978); RRI Energy Trading Exchange, Inc. (2320); and RRI Energy Ventures, Inc. (7091). The Debtors’ service address is: 804 Carnegie Center, Princeton, New Jersey 08540.

GAG Settlement and Confirmation Order, (II) Approving the Partial Payment Notice, and (III) Granting Related Relief [Docket No. [·] (the “Order”).

Pursuant to the GAG Settlement Order, the Confirmation Order, and the Order, the Debtors have elected to make a Partial Payment in respect of the GAG Administrative Claim, the material terms and consequences of which are set forth below:

·Partial Payment Amount: [·]

·      GAG 8.50% Senior Notes due 2021: [·]

·      GAG 9.125% Senior Notes due 2031: [·]

·Record Date: [·]

·Trustee Payment Date: [date the Debtors will make the Partial Payment to the GAG Notes Trustee]

·DTC Payment Date: [date the GAG Notes Trustee shall remit Partial Payment funds to DTC]

·Partial Payment Date: [date DTC shall remit Partial Payment funds to holders]

·Pro Forma GAG Administrative Claim Amount: [·]

·Pro Forma Interest Payment Calculation: 9.0% of [GAG Notes amount less amount of Partial Payment], effective as of [insert relevant Interest Payment date]

This Partial Payment will have no effect on the principal balance of the underlying GAG Notes. Any unpaid balance of the GAG Administrative Claim after any Partial Payment(s) will be paid on or before the Effective Date as provided in the Plan.

[Remainder of this page intentionally left blank]

2

Dated: [·]	/s/ DRAFT
Houston, Texas	Zack A. Clement (Texas Bar No. 04361550)
	ZACK A. CLEMENT PLLC
	3753 Drummond Street
	Houston, Texas 77025
	Telephone:	(832) 274-7629
	Email:	zack.clement@icloud.com
	-and-
	James H.M. Sprayregen, P.C. (admitted pro hac vice) David R. Seligman, P.C. (admitted pro hac vice) Steven N. Serajeddini (admitted pro hac vice) W. Benjamin Winger (admitted pro hac vice) KIRKLAND & ELLIS LLP
	KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle
	Chicago, Illinois 60654
	Telephone:	(312) 862-2000
	Facsimile:	(312) 862-2200
	Email:	james.sprayregen@kirkland.com david.seligman@kirkland.com steven.serajeddini@kirkland.com benjamin.winger@kirkland.com
	-and-
	AnnElyse Scarlett Gibbons (admitted pro hac vice)
	KIRKLAND & ELLIS LLP
	KIRKLAND & ELLIS INTERNATIONAL LLP
	601 Lexington Avenue
	New York, New York 10022
	Telephone:	(212) 446-4800
	Facsimile:	(212) 446-4900
	Email:	annelyse.gibbons@kirkland.com
	Co-Counsel to the Debtors and Debtors in Possession

EX-99.2

Exhibit 99.2

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION

	)
In re:	)	Chapter 11
	)
GENON ENERGY, INC., et al.,(1)	)	Case No. 17-33695 (DRJ)
	)
Debtors.	)	(Jointly Administered)
	)

NOTICE OF PARTIAL PAYMENT OF GAG ADMINISTRATIVE CLAIM

GenOn Energy, Inc. and certain of its subsidiaries (collectively, the “Debtors”) commenced voluntary chapter 11 cases on June 14, 2017 in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”).  The cases are jointly administered under the lead case In re GenOn Energy, Inc., Case No. 17-33695 (DRJ).

On December 12, 2017, the Bankruptcy Court approved a plan of reorganization granting an allowed claim plus certain accrued interest (the “GAG Administrative Claim”), estimated to be $662,508,835.96 as of the date hereof, to the holders of GenOn Americas Generation, LLC (“GAG”) 8.50% Senior Notes due 2021 and the GAG 9.125% Senior Notes due 2031 (collectively,

(1)The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are:  GenOn Energy, Inc. (5566); GenOn Americas Generation, LLC (0520); GenOn Americas Procurement, Inc. (8980); GenOn Asset Management, LLC (1966); GenOn Capital Inc. (0053); GenOn Energy Holdings, Inc. (8156); GenOn Energy Management, LLC (1163); GenOn Energy Services, LLC (8220); GenOn Fund 2001 LLC (0936); GenOn Mid-Atlantic Development, LLC (9458); GenOn Power Operating Services MidWest, Inc. (3718); GenOn Special Procurement, Inc. (8316); Hudson Valley Gas Corporation (3279); Mirant Asia-Pacific Ventures, LLC (1770); Mirant Intellectual Asset Management and Marketing, LLC (3248); Mirant International Investments, Inc. (1577); Mirant New York Services, LLC (N/A); Mirant Power Purchase, LLC (8747); Mirant Wrightsville Investments, Inc. (5073); Mirant Wrightsville Management, Inc. (5102); MNA Finance Corp. (8481); NRG Americas, Inc. (2323); NRG Bowline LLC (9347); NRG California North LLC (9965); NRG California South GP LLC (6730); NRG California South LP (7014); NRG Canal LLC (5569); NRG Delta LLC (1669); NRG Florida GP, LLC (6639); NRG Florida LP (1711); NRG Lovett Development I LLC (6327); NRG Lovett LLC (9345); NRG New York LLC (0144); NRG North America LLC (4609); NRG Northeast Generation, Inc. (9817); NRG Northeast Holdings, Inc. (9148); NRG Potrero LLC (1671); NRG Power Generation Assets LLC (6390); NRG Power Generation LLC (6207); NRG Power Midwest GP LLC (6833); NRG Power Midwest LP (1498); NRG Sabine (Delaware), Inc. (7701); NRG Sabine (Texas), Inc. (5452); NRG San Gabriel Power Generation LLC (0370); NRG Tank Farm LLC (5302); NRG Wholesale Generation GP LLC (6495); NRG Wholesale Generation LP (3947); NRG Willow Pass LLC (1987); Orion Power New York GP, Inc. (4975); Orion Power New York LP, LLC (4976); Orion Power New York, L.P. (9521); RRI Energy Broadband, Inc. (5569); RRI Energy Channelview (Delaware) LLC (9717); RRI Energy Channelview (Texas) LLC (5622); RRI Energy Channelview LP (5623); RRI Energy Communications, Inc. (6444); RRI Energy Services Channelview LLC (5620); RRI Energy Services Desert Basin, LLC (5991); RRI Energy Services, LLC (3055); RRI Energy Solutions East, LLC (1978); RRI Energy Trading Exchange, Inc. (2320); and RRI Energy Ventures, Inc. (7091).  The Debtors’ service address is:  804 Carnegie Center, Princeton, New Jersey 08540.

the “GAG Notes,” and holders of such notes, the “GAG Noteholders”).  The Debtors can are authorized to pay the GAG Administrative Claim on or before the Effective Date.

Upon entry of the Order Approving Debtors’ Emergency Motion for Entry of an Order (I) Authorizing and Directing Certain Actions in Furtherance of the GAG Settlement and Confirmation Order, (II) Approving the Partial Payment Notice, and (III) Granting Related Relief (the “Order”), the Debtors will be authorized to make one or more Partial Payments in respect of the GAG Administrative Claim.

Pursuant to the GAG Settlement Order and the Confirmation Order, and subject to entry of the Order, the Debtors have elected to make a Partial Payment in respect of the GAG Administrative Claim, the material terms and consequences of which are set forth below:

·Partial Payment Amount:  $300,000,000

·GAG 8.50% Senior Notes due 2021 (CUSIP 60467PAQ7 and 60467PAN4):  $158,433,260 ($432.991331 per 1,000 of principal amount)

·GAG 9.125% Senior Notes due 2031 (CUSIP 60467PAJ3):  $141,566,740 ($430.294043 per 1,000 of principal amount)

·Record Date:  January 30, 2018

·Trustee Payment Date:  February 1, 2018

·Pro Forma GAG Administrative Claim Amount:  $362,508,835.96

·Pro Forma Interest Payment Calculation:  9.0% of $404,796,634, effective as of February 1, 2018

This Partial Payment will have no effect on the principal balance of the underlying GAG Notes.  Any unpaid balance of the GAG Administrative Claim after any Partial Payment(s) will be paid on or before the Effective Date as provided in the Plan.

[Remainder of this page intentionally left blank]

Dated:  January 30, 2018	/s/ Zack A. Clement
Houston, Texas	Zack A. Clement (Texas Bar No. 04361550)
	ZACK A. CLEMENT PLLC
	3753 Drummond Street
	Houston, Texas 77025
	Telephone:	(832) 274-7629
	Email:	zack.clement@icloud.com
	-and-
	James H.M. Sprayregen, P.C. (admitted pro hac vice)
	David R. Seligman, P.C. (admitted pro hac vice)
	Steven N. Serajeddini (admitted pro hac vice)
	W. Benjamin Winger (admitted pro hac vice)
	KIRKLAND & ELLIS LLP
	KIRKLAND & ELLIS INTERNATIONAL LLP
	300 North LaSalle
	Chicago, Illinois 60654
	Telephone:	(312) 862-2000
	Facsimile:	(312) 862-2200
	Email:	james.sprayregen@kirkland.com
		david.seligman@kirkland.com
		steven.serajeddini@kirkland.com
		benjamin.winger@kirkland.com
	-and-
	AnnElyse Scarlett Gibbons (admitted pro hac vice)
	KIRKLAND & ELLIS LLP
	KIRKLAND & ELLIS INTERNATIONAL LLP
	601 Lexington Avenue
	New York, New York 10022
	Telephone:	(212) 446-4800
	Facsimile:	(212) 446-4900
	Email:	annelyse.gibbons@kirkland.com
	Co-Counsel to the Debtors and Debtors in Possession