Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): August 22, 2018


GenOn Energy, Inc.

(Exact name of Registrant as specified in its charter)


76-0655566 (IRS Employer Identification No.)

001-16455 (Commission File Number)




(609) 524-4500

(State or other jurisdiction of 


(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 8.01.    Other Events.


As previously disclosed, on June 14, 2017, GenOn Energy, Inc. (“GenOn”) and certain of its 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”) and on December 12, 2017, the Bankruptcy Court entered an order confirming the Debtors’ Third Amended Joint Chapter 11 Plan of Reorganization (the “Plan”).


GenOn has performed due diligence with respect to a successor or acquirer of all or a part of its assets (“Reorganized GenOn”) pursuant to the Plan. Based in part on the outcome of such due diligence, GenOn currently anticipates that Reorganized GenOn would not constitute a U.S. Real Property Holding Corporation (“USRPHC”) for purposes of the Foreign Investment in Real Property Tax Act (“FIRPTA”).  FIRPTA requires an inherently fact-intensive analysis and, as such, GenOn cannot know with certainty whether Reorganized GenOn will be a USRPHC on the effective date of the Plan or become a USRPHC in the future.






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.


August 22, 2018


GenOn Energy, Inc.









/s/ Mark A. McFarland



Mark A. McFarland



Chief Executive Officer