GENONE
On May 22, 2017, GenOn Energy, Inc. entered into a Consent Agreement with NRG Energy, Inc. and the holders of the Notes signatory thereto, whereby GenOn, NRG and the Consenting Holders have agreed to use commercially reasonable efforts and work in good faith to support and negotiate definitive documentation for the reorganization of GenOn’s capital structure in accordance with the terms of the Agreed Term Sheet, subject to GenOn’s right to terminate the Consent Agreement and its obligations thereunder, solely as to GenOn, at any time. In exchange for such support, the Consenting Holders will receive a pro rata share of the early consent/participation fee set forth in the Agreed Term Sheet. The Consent Agreement is subject to certain customary covenants and representations and warranties. The Consent Agreement will terminate upon the earliest of (a) 11:59 p.m. Eastern Time, on May 26, 2017, (b) the execution and delivery of an agreed upon restructuring support agreement and (c) delivery of written notice to all parties from NRG, with NRG’s right to terminate existing only if and for so long as the Consenting Holders representing less than a majority of the GenOn Notes and less than a majority of the GAG Notes have executed the Consent Agreement. GenOn has the right to terminate the Consent Agreement, solely as to GenOn, at any time upon delivery of written notice to the other parties, provided that such termination will not affect a termination of the Consent Agreement as between the Consenting Holders and NRG… During the week of May 15, 2017, GenOn, NRG and a committee (the “Ad Hoc Committee”) of certain holders of GenOn’s outstanding senior unsecured notes, and certain holders of GenOn Americas Generation, LLC’s (GAG) outstanding senior unsecured notes, and each of their respective advisors, participated in meetings in pursuit of a settlement of potential causes of action and a restructuring of GenOn’s and GAG’s indebtedness…In connection with such negotiations, pursuant to non-disclosure agreements, GenOn provided certain confidential information to the Ad Hoc Committee. On May 19, 2017, GenOn, NRG and the Ad Hoc Committee came to an agreement in principle with respect to the terms of a consensual restructuring regarding GenOn’s and GAG’s indebtedness and settlement of claims, subject to corporate and credit committee approvals and definitive documentation. As of May 22, 2017, the Consenting Holders, including thirty-nine (39) institutions holding, in the aggregate, approximately 60.6% of aggregate principal amount of GenOn Notes and greater than two-thirds of the aggregate principal amount of GAG Notes signed the Consent Agreement to support the Agreed Term Sheet… As described in the Agreed Term Sheet, as a condition precedent to the Proposed Restructuring, NRG will only agree to provide cash and non-cash consideration if the Agreed Term Sheet and Proposed Restructuring is supported by greater than 50% of aggregate principal amount of GenOn Notes and greater than 50% of aggregate principal amount of GAG Notes. NRG has agreed to provide cash settlement consideration of $243 million. If the Agreed Term Sheet and Proposed Restructuring is supported by holders of greater than two-thirds of aggregate principal amount of GenOn Notes and two-thirds of aggregate principal amount of GAG Notes prior to the commencement of the chapter 11 cases, NRG will contribute an additional $18.3 million in cash to the overall settlement. If the Proposed Restructuring is implemented, it will result in the elimination of approximately $1,830 million of GenOn and $695 million of GAG’s outstanding indebtedness.