Further, under the Proposed Restructuring, NRG will allow for
and facilitate a transition of shared services but will
continue to provide such services during the transition period
as follows: (i)NRG will provide GenOn with transition services
at a rate of $84 million on an annualized basis during the
pendency of chapter 11 cases; (ii)NRG will provide shared
services at no charge for two months post-emergence; and
(iii)NRG will provide GenOn with an option for up to two,
one-month extensions for transition services at an annualized
rate of $84 million post-emergence. In addition, consistent
with the agreement reached between GenOn and NRG in connection
with the recent new secured notes offering, GenOn will retain a
$27 million credit against amounts owed to NRG for the
post-petition period under the current shared services
agreement. As it relates to certain projects on GenOn and GAG
properties, NRG and GenOn will cooperate in good faith to
maximize the value of such assets and to ensure that adjacent
projects will not be materially adversely impacted by the
economic implications of any such projects.

The Ad Hoc Committee was granted an extension of the Early
Consent/Participation Fee deadline (as described in the Agreed
Term Sheet) by GenOn from May22, 2017 at 2:30 p.m.Eastern Time
to May22, 2017 at 11:59 p.m.Eastern Time.

If the Proposed Restructuring is implemented, it will result in
the elimination of approximately $1,830 million of GenOn and
$695 million of GAGs outstanding indebtedness. As used in the
Confidential Materials

(defined below), Projected Total Adjusted EBITDA reflects the
applicable entities allocation of existing shared services at a
charge of $192.6 million, as allocated based on historical
practices. The Proposed Restructuring is subject to the
negotiation and execution of certain definitive documentation,
including a Restructuring Support Agreement (the RSA) to be
entered into with certain stakeholders, including NRG and the
holders of the Notes represented by the Ad Hoc Committee. GenOn
expects the RSA to be executed in the near term, but there is
no assurance this will occur.

The Proposed Restructuring also contemplates a proposed
issuance of $700 million in new notes to be backstopped by the
steering committee members of the Ad Hoc Committee in exchange
for a 5% fee. All holders of GenOn Notes that execute the RSA
and steering committee members of the Ad Hoc Committee who are
also holders of GAG Notes are eligible to participate in the
financing on a pro rata basis.

It is currently contemplated that in connection with, and
contingent upon, additional definitive documentation of the
agreement in principle reflected in the Agreed Term Sheet, the
funds currently held in escrow to the recent offering of
10.500% senior secured first lien notes due 2022 will be
returned to bondholders, plus interest accrued to date and the
4% breakage fee.

The Proposed Restructuring reflects an agreement in principle
between GenOn, NRG, and the Ad Hoc Committee and remains
subject to definitive documentation. GenOn and its advisors
intend to continue negotiating the terms of the Proposed
Restructuring with the Ad Hoc Committee and additional
stakeholders. The Proposed Restructuring will ultimately be
subject to approval of certain stakeholders, including NRG, the
Ad Hoc Committee and the board of GenOn. There can be no
assurance that the Proposed Restructuring and settlement will
occur on the proposed terms or at all.

Additionally, on May19, 2017, GenOn and a group of six (6)
members of an ad Hoc group of holders of GenOns outstanding
senior unsecured notes (the Dissenting Committee), purporting
to hold approximately 27% of the GenOn Notes, executed
non-disclosure agreements and were also provided with certain
confidential information. The Dissenting Committee has informed
GenOn, NRG and the Ad Hoc Committee that it opposes the Agreed
Term Sheet and on May21, 2017, the Dissenting Committee
provided a counterproposal to the Agreed Term Sheet. The
Dissenting Committee counterproposal has not been agreed to by
GenOn, NRG, or the Ad Hoc Committee. The Dissenting Committee
was granted an extension of the Early Consent /Participation
Fee deadline (as described in the Agreed Term Sheet) from
May22, 2017 at 2:30 p.m.Eastern Time to May24, 2017 at 11:59
p.m.Eastern Time.

GenOn, NRG and the Ad Hoc Committee agreed to a public
disclosure of certain confidential information (the Ad Hoc
Committee Confidential Materials) provided to or by the Ad Hoc
Committee. A copy of the Ad Hoc Committee Confidential
Materials is furnished hereby as Exhibit99.1. GenOn and the
Dissenting Committee also agreed to to a public disclosure of
certain confidential information (the Dissenting Committee
Confidential Materials and together with the Ad Hoc Committee
Confidential Materials, the Confidential Materials) provided to
or by the Dissenting Committee. A copy of the Dissenting
Committee Confidential Materials is furnished hereby as
Exhibit99.2. The first Dissenting Committee counterproposal
disclosed in Exhibit99.2 is the current counterproposal by the
Dissenting Committee to NRG, GenOn, and the Ad Hoc Committee,
superseding and amending the second counterproposal also
disclosed in Exhibit99.2.

Any financial information, projections and estimates of claims
included in the Confidential Materials were not prepared with a
view toward public disclosure or compliance with the published
guidelines of the Securities and Exchange Commission or the
guidelines established by the American Institute of Certified
Public Accountants regarding projections or forecasts. The
financial information included in the Confidential Materials
does not purport to present the financial condition of NRG,
GenOn or GAG in accordance with accounting principles generally
accepted in the United States. The inclusion of the information
in the Confidential Materials should not be regarded as an
indication that NRG, GenOn or GAG or their respective
affiliates or representatives consider the Confidential
Materials to be a reliable prediction of future events, and the
Confidential Materials should not be relied upon as such. None
of NRG, GenOn, GAG or their respective affiliates or
representatives has made or makes any representation to any
person regarding the Confidential Materials, and none of them
undertakes any obligation to publicly update such information
to reflect circumstances existing after the date when the
information was made or to reflect the occurrence of future
events, even in the event that any or all of the assumptions
underlying the projections are shown to be in error.

Cautionary Note Regarding Forward-Looking Information

Many of the statements included in this Current Report on
Form8-K and the exhibits furnished herewith 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, strategies, future
operating and financial performance, and NRGs, GenOns and their
respective subsidiaries future financial results. 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 NRG,
GenOn and their respective 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 NRGs, GenOns
reports filed with the SEC.

Item9.01. Financial Statements and
Exhibits.

(d) Exhibits.