UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 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)
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Delaware |
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(609) 524-4500 |
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
Explanatory Note
GenOn Energy, Inc. (“GenOn”) and GenOn Americas Generation, LLC (“GAG”) hereby amend their Current Report on Form 8-K, originally filed on June 4, 2018 (the “Original Form 8-K”), by restating Item 1.03 in its entirety to correct the per $1,000 payment amounts appearing in Item 1.03 of the Original Form 8-K related to payment of the GAG Notes (as defined below). Except as expressly stated, this Current Report on Form 8-K/A does not amend, update or change any other items or disclosure in the Original Form 8-K.
Item 1.03. Bankruptcy or Receivership.
As previously disclosed, on June 14, 2017 (the “Petition Date”), GenOn, 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 in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”).
On December 12, 2017, 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, which became effective upon the entry of the Confirmation Order and which granted an administrative claim to holders of Allowed GAG Note Claims (as defined in the Plan) 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. 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”). The Order permitted the original partial payment on the GAG Administrative Claim made on February 1, 2018 and future payments in such amounts as the Debtors determine in their sole discretion.
Pursuant to the Order, the Debtors have elected to make a payment in respect of the GAG Administrative Claim, the material terms and consequences of which are set forth below:
1. Partial Payment Amount: $362,508,835.96
(a) GAG 8.50% Senior Notes due 2021 (the “GAG 8.50% Notes”) (CUSIP 60467PAQ7 and 60467PAN4): $191,444,856.28 ($523.210613 per $1,000 of principal amount)
(b) GAG 9.125% Senior Notes due 2031 (together with the GAG 8.50% Notes, the “GAG Notes”) (CUSIP 60467PAJ3): $171,063,979.68 ($519.951306 per $1,000 of principal amount)
2. Trustee Payment Date: June 5, 2018
3. Pro Forma GAG Administrative Claim Amount: $0.00
4. Pro Forma Interest Payment Calculation: 9.0% of $0.00, effective as of June 5, 2018
This payment will have the effect of paying the entire remaining principal balance of the underlying GAG Notes. The payment will be in exchange for the underlying GAG Notes. On June 5, 2018, an Ameded Notice of Payment of GAG Administrative Claim (the “Amended 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, replacing the original Notice sent on June 1, 2018.
The foregoing description of the Amended Notice does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended Notice, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
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.
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. Because of these risks, uncertainties and assumptions, investors should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the date they are made, and GenOn undertakes no obligation to update publicly or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this communication. All subsequent written and oral forward-looking statements concerning GenOn and the transaction described in Item 1.03 are expressly qualified in their entirety by the cautionary statements above.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
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Description |
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99.1 |
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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.
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June 6, 2018 |
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GenOn Energy, Inc. | |
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(Registrant) | |
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By: |
/s/ Mark A. McFarland | |
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Mark A. McFarland | |
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Chief Executive Officer | |
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GenOn Americas Generation, LLC | |
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(Registrant) | |
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By: |
/s/ Mark A. McFarland |
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Mark A. McFarland | |
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Chief Executive Officer | |
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
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In re: |
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Chapter 11 |
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GENON ENERGY, INC., et al.,(1) |
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Case No. 17-33695 (DRJ) |
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Debtors. |
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(Jointly Administered) |
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AMENDED NOTICE OF PAYMENT OF GAG ADMINISTRATIVE CLAIM BALANCE
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.
On January 30, 2018, the 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 and Confirmation Order, (II) Approving the Partial Payment Notice, and (III) Granting Related Relief [Docket No. 1378] (the “Order”), authorizing the Debtors to make one or more Partial Payments in respect of the GAG Administrative Claim.
Pursuant to the GAG Settlement Order, the Confirmation Order, and the Order, the Debtors have elected to make a payment in respect of the entire outstanding balance of the GAG Administrative Claim, the material terms and consequences of which are set forth below:
· Payment Amount: $362,508,835.96
· GAG 8.50% Senior Notes due 2021 (CUSIP 60467PAQ7 and 60467PAN4): $191,444,856.28 ($523.210613 per 1,000 of principal amount)
· GAG 9.125% Senior Notes due 2031 (CUSIP 60467PAJ3): $171,063,979.68 ($519.951306 per 1,000 of principal amount)
· Trustee Payment Date: June 5, 2018
· Pro Forma GAG Administrative Claim Amount: $0.00
· Pro Forma Interest Payment Calculation: 9.0% of $0.00, effective as of June 5, 2018
This payment will have the effect of paying the entire remaining principal balance of the underlying GAG Notes. The payment will be in exchange for the underlying GAG bonds.
[Remainder of this page intentionally left blank]
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Dated: June 5, 2018 |
/s/ Zack A. Clement | |
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Houston, Texas |
Zack A. Clement (Texas Bar No. 04361550) | |
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ZACK A. CLEMENT PLLC | |
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3753 Drummond Street | |
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Houston, Texas 77025 | |
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Telephone: |
(832) 274-7629 |
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Email: |
zack.clement@icloud.com |
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-and- | |
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James H.M. Sprayregen, P.C. (admitted pro hac vice) | |
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David R. Seligman, P.C. (admitted pro hac vice) | |
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Steven N. Serajeddini (admitted pro hac vice) | |
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W. Benjamin Winger (admitted pro hac vice) | |
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KIRKLAND & ELLIS LLP | |
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KIRKLAND & ELLIS INTERNATIONAL LLP | |
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300 North LaSalle | |
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Chicago, Illinois 60654 | |
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Telephone: |
(312) 862-2000 |
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Facsimile: |
(312) 862-2200 |
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Email: |
james.sprayregen@kirkland.com |
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david.seligman@kirkland.com |
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steven.serajeddini@kirkland.com |
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benjamin.winger@kirkland.com |
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-and- | |
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AnnElyse Scarlett Gibbons (admitted pro hac vice) | |
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KIRKLAND & ELLIS LLP | |
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KIRKLAND & ELLIS INTERNATIONAL LLP | |
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601 Lexington Avenue | |
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New York, New York 10022 | |
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Telephone: |
(212) 446-4800 |
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Facsimile: |
(212) 446-4900 |
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Email: |
annelyse.gibbons@kirkland.com |
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Co-Counsel to the Debtors and Debtors in Possession | |