In connection with the consummation of the Merger, GenOn terminated the Credit Agreement dated September 20, 2010, by and among GenOn, GenOn Americas, Inc., a Delaware corporation and a wholly-owned subsidiary of GenOn ("GenOn Americas"), JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (the "Prior Credit Agreement"), and all amounts owed and obligations outstanding under the Prior Credit Agreement (other than indemnities and certain contingent obligations) were repaid and satisfied in full.

In addition, the information under Item 3.03 is incorporated herein by reference.

As described above in the Introductory Note to this Current Report on Form 8-K, on December 14, 2012, GenOn completed the Merger pursuant to the Merger Agreement and became a wholly-owned subsidiary of NRG. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger:

(i) each share of common stock, par value $0.001 per share, of GenOn ("GenOn Common Stock") issued and outstanding (other than any shares of GenOn Common Stock owned or held directly or indirectly by NRG, GenOn, Merger Sub or any of their respective subsidiaries, which were cancelled upon completion of the Merger), was automatically converted into the right to receive 0.1216 fully paid and nonassessable shares (the "Exchange Ratio") of common stock, par value $0.01 per share, of NRG ("NRG Common Stock");

(ii) (x) each outstanding option to purchase GenOn Common Stock granted prior to 2012, whether vested or unvested (each, a "GenOn Stock Option"), automatically vested and was converted into an option in respect of NRG Common Stock (each, an "NRG Stock Option") on the same terms and conditions as were otherwise applicable to such GenOn Stock Option prior to the Merger, with the number of shares subject to such option and the per share exercise price appropriately adjusted based on the Exchange Ratio and (y) each outstanding GenOn Stock Option granted in 2012 was converted into an option in respect of NRG Common Stock with the number of shares subject to such option and the per share exercise price appropriately adjusted based on the Exchange Ratio, and remains subject to the same terms and conditions (including vesting conditions) as otherwise applicable to such GenOn Stock Option prior the Merger; and

(iii) (x) all outstanding awards of GenOn restricted stock units ("GenOn RSUs") granted prior to 2012, whether or not vested or subject to performance conditions, were converted into shares of NRG Common Stock based on the Exchange Ratio and (y) all outstanding GenOn RSUs that were granted in 2012 and remained unvested as of the effective time of the Merger were assumed by NRG and converted into unvested restricted stock units of NRG, with the number of shares subject to such restricted stock units appropriately adjusted based on the Exchange Ratio and the performance targets equitably adjusted pursuant to the Merger Agreement, and otherwise remain subject to the terms and conditions applicable to such GenOn RSUs prior to the Merger.

The description of the Merger and the Merger Agreement contained in this Current Report on Form 8-K does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 to GenOn's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on July 23, 2012.

In addition, on December 14, 2012, NRG and GenOn issued a joint press release announcing the consummation of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Contemporaneously with the closing of the Merger and as a refinancing of the Prior Credit Agreement, GenOn and GenOn Americas (together, the "Borrowers") entered into a secured intercompany Revolving Credit Agreement with NRG, as the administrative agent for the lenders ("Agent"), and the lenders from time to time party thereto (the "Lenders") (the "New Credit Agreement"). NRG is currently the sole Lender under the New Credit Agreement. The New Credit Agreement provides for a $500 million revolving credit facility, all of which is available for revolving loans and letters of credit. Substantially concurrent with the consummation of the Merger, letters of credit with an aggregate available amount of approximately $226 million were rolled-over from the Prior Credit Agreement to the New Credit Agreement, but no revolving loans were drawn. In connection with the execution of the New Credit Agreement, certain of GenOn's domestic subsidiaries (the "Guarantors") entered into a Guarantee Agreement pursuant to which such Guarantors guaranteed amounts borrowed and obligations incurred under the New Credit Agreement.

The New Credit Facility has a three year maturity. The principal amount of the New Credit Facility may be paid from time to time during the term of the New Credit Agreement without premium or penalty, with the balance payable at maturity.

Subject to certain exceptions, the New Credit Facility is subject to mandatory prepayments in amounts equal to: (a) 100% of the net cash proceeds from any non-ordinary course sale or other disposition of assets (including as a result of casualty or condemnation) by the Borrowers or any of their Restricted Subsidiaries (as defined below) in excess of a certain amount and subject to customary reinvestment provisions and (b) 100% of the net cash proceeds from the issuance or incurrence of debt (other than debt permitted under the New Credit Agreement) by the Borrowers or any of the Guarantors.

At GenOn's election, the interest rate per annum applicable to the loans under the New Credit Facility will be determined by reference to either (x) the base rate (as defined therein) plus 2.50% per annum or (y) the LIBOR rate (as defined therein) plus 3.50% per annum.

The New Credit Agreement contains a number of customary affirmative and negative covenants, including, among other things, covenants that will limit or restrict the ability of the Borrowers and certain of their Subsidiaries (the "Restricted Subsidiaries") to: incur additional debt (including guarantee obligations); incur liens; engage in mergers, consolidations, liquidations and dissolutions; sell assets and enter into sale-leaseback transactions; pay dividends and make other payments in respect of capital stock and subordinated debt; make acquisitions, investments, loans and advances; engage in transactions with affiliates; change their fiscal year; and become a borrower under or otherwise provide credit support for certain debt facilities of their parent entities.

The New Credit Agreement contains customary events of default, including nonpayment of principal, interest, fees or other amounts; material inaccuracy of a representation or warranty when made; violation of other covenants set forth in the New Credit Agreement; cross-default to material indebtedness; bankruptcy . . .

On December 14, 2012, GenOn notified the New York Stock Exchange (the "NYSE") of the completion of Merger and requested that trading of GenOn Common Stock on the NYSE be suspended. GenOn also requested that the NYSE file with the SEC a notification on Form 25 to remove the GenOn Common Stock from listing on the NYSE and from registration under Section 12(b) of the Exchange Act.

In addition, GenOn intends to file with the SEC a certification and notice of termination on Form 15 requesting the termination of the registration of GenOn Common Stock under Section 12(g) of the Exchange Act.

The information under Item 2.01 is incorporated herein by reference.

In addition, pursuant to the terms of the Merger Agreement, on December 14, 2012, GenOn entered into an amendment (the "Amendment") to the Rights Agreement, dated as of January 15, 2001, between RRI Energy and Computershare Trust Company, N.A., as successor rights agent, as amended (as amended, the "Rights Agreement"). Pursuant to the Amendment, concurrently with the completion of the Merger, the Rights Agreement was terminated. In connection with such termination, all of the rights to purchase Series A Preferred Stock of GenOn were cancelled without any consideration therefor. The Amendment is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Pursuant to the terms of the Merger Agreement, as of the effective time of the Merger, all of the individuals who were serving as directors of GenOn immediately prior to the Merger ceased serving in such capacities, and the sole director of Merger Sub, Mr. David Crane, President and Chief Executive Officer of NRG, became the sole director of GenOn.

In addition, following the completion of the Merger, all of the individuals who were serving as officers of GenOn immediately prior to the effective time of the Merger ceased serving in such capacities.

Among others, Mr. David Crane was appointed as the President of GenOn and Mr. Kirkland Andrews was appointed as one of the Vice Presidents of GenOn.

Pursuant to the terms of the Merger Agreement, as of the effective time of the Merger, the certificate of incorporation of GenOn, as the surviving corporation in the Merger, was amended and restated in its entirety to read as the certificate of incorporation of Merger Sub, and the by-laws of GenOn were amended and restated in their entirety to read as the bylaws of Merger Sub.

The amended and restated certificate of incorporation and by-laws are attached hereto as Exhibit 3.1 and Exhibit 3.2 respectively, and are incorporated herein by reference.

(d) Exhibits

Exhibit
No.                                      Description

2.1         Agreement and Plan of Merger, dated as of July 20, 2012, by and among
            NRG Energy, Inc., Plus Merger Corporation and GenOn Energy, Inc.
            (incorporated by reference to Exhibit 2.1 to GenOn's Current Report
            on Form 8-K filed with the SEC on July 23, 2012).

3.1         Fourth Amended and Restated Certificate of Incorporation of GenOn
            Energy, Inc., effective as of December 14, 2012.

3.2         Eighth Amended and Restated By-Laws of GenOn Energy, Inc., effective
            as of December 14, 2012.

4.1         Amendment No. 2, dated as of December 14, 2012, to the Rights
            Agreement dated as of January 15, 2001 between RRI Energy and
            Computershare Trust Company, N.A., as successor rights agent.

99.1        Joint Press Release, dated December 14, 2012, announcing the
            completion of the Merger.