p12-1960sc13da.htm

SECURITIES AND EXCHANGE COMMISSION
  
Washington, D.C. 20549
  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No.1)*
 
GenOn Energy, Inc.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
37244E107
(CUSIP Number)
 
 
Steven J. Pully
Carlson Capital, L.P.
2100 McKinney Avenue
Dallas, TX 75201
(214) 932-9600
 
with a copy to:
David E. Rosewater
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
December 14, 2012
(Date of Event Which Requires Filing of This Statement)
 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 
(Page 1 of 13 Pages)
 
______________________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


 
 
 
CUSIP No.  37244E107
 
SCHEDULE 13D/A
Page 2 of 13 Pages



1
NAME OF REPORTING PERSON
Black Diamond Arbitrage Offshore Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  
(a) ¨
(b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
  
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7
SOLE VOTING POWER
0
 
8
SHARED VOTING POWER
0
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
 
14
TYPE OF REPORTING PERSON
CO
 


 
 
 
CUSIP No.  37244E107
 
SCHEDULE 13D/A
Page 3 of 13 Pages



1
NAME OF REPORTING PERSON
Double Black Diamond Offshore Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  
(a) ¨
(b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
  
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7
SOLE VOTING POWER
0
 
8
SHARED VOTING POWER
0
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
 
14
TYPE OF REPORTING PERSON
CO
 


 
 
 
CUSIP No.  37244E107
 
SCHEDULE 13D/A
Page 4 of 13 Pages



1
NAME OF REPORTING PERSON
Black Diamond Offshore Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  
(a) ¨
(b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
  
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7
SOLE VOTING POWER
0
 
8
SHARED VOTING POWER
0
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
 
14
TYPE OF REPORTING PERSON
CO
 


 
 
 
CUSIP No.  37244E107
 
SCHEDULE 13D/A
Page 5 of 13 Pages



1
NAME OF REPORTING PERSON
Black Diamond Thematic Offshore Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  
(a) ¨
(b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
  
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7
SOLE VOTING POWER
0
 
8
SHARED VOTING POWER
0
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
 
14
TYPE OF REPORTING PERSON
CO
 


 
 
 
CUSIP No.  37244E107
 
SCHEDULE 13D/A
Page 6 of 13 Pages



1
NAME OF REPORTING PERSON
Carlson Capital, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  
(a) ¨
(b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
  
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7
SOLE VOTING POWER
0
 
8
SHARED VOTING POWER
0
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
 
14
TYPE OF REPORTING PERSON
PN; IA
 


 
 
 
CUSIP No.  37244E107
 
SCHEDULE 13D/A
Page 7 of 13 Pages



1
NAME OF REPORTING PERSON
Asgard Investment Corp. II
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  
(a) ¨
(b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
  
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7
SOLE VOTING POWER
0
 
8
SHARED VOTING POWER
0
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
 
14
TYPE OF REPORTING PERSON
CO
 



 
 
 
CUSIP No.  37244E107
 
SCHEDULE 13D/A
Page 8 of 13 Pages



1
NAME OF REPORTING PERSON
Asgard Investment Corp.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  
(a) ¨
(b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
  
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7
SOLE VOTING POWER
0
 
8
SHARED VOTING POWER
0
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
 
14
TYPE OF REPORTING PERSON
CO
 



 
 
 
CUSIP No.  37244E107
 
SCHEDULE 13D/A
Page 9 of 13 Pages



1
NAME OF REPORTING PERSON
Clint D. Carlson
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  
(a) ¨
(b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
  
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7
SOLE VOTING POWER
0
 
8
SHARED VOTING POWER
0
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
 
14
TYPE OF REPORTING PERSON
IN
 
 

 
 
 
 
CUSIP No.  37244E107
 
SCHEDULE 13D/A
Page 10 of 13 Pages


This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on October 25, 2012 (the "Original Schedule 13D" and together with this Amendment No. 1, the "Schedule 13D") with respect to the common stock, par value $0.001 per share (the "Common Stock") of GenOn Energy, Inc., a Delaware corporation (the "Issuer").  Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D.  This Amendment No. 1 amends Items 4 and 5 as set forth below.  This Amendment No. 1 constitutes an "exit filing" with respect to the Schedule 13D for the Reporting Persons.

Item 4.
PURPOSE OF TRANSACTION
   
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
 
On December 14, 2012, the Issuer completed the previously announced merger (the "Merger") with Plus Merger Corporation, a Delaware corporation ("Merger Sub") and wholly-owned subsidiary of NRG Energy, Inc., a Delaware corporation ("NRG"), in accordance with the Agreement and Plan of Merger, dated as of July 20, 2012, by and among the Issuer, NRG and Merger Sub.  The Issuer was the entity surviving the Merger.  Pursuant to the terms and conditions of the Merger, each of the Funds received 0.1216 shares of common stock, par value $0.01 per share, of NRG for each share of Common Stock beneficially owned by such Fund immediately prior to the Merger.  As a result of the consummation of the Merger, the Reporting Persons are no longer the beneficial owners of any shares of Common Stock.

Item 5.
INTEREST IN SECURITIES OF THE ISSUER
   
Paragraphs (a), (b), (c) and (e) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
   
 
(a) As a result of the Merger, the Reporting Persons do not have, and may not be deemed to have, beneficial ownership of any shares of Common Stock.
 
(b) As a result of the Merger, the Reporting Persons do not have any voting or dispositive powers with respect to shares of the Common Stock.
 
(c) Other than as described herein with respect to the Merger, all other transactions in the Common Stock effected by the Reporting Persons since the filing of the Original Schedule 13D are set forth on Appendix B hereto.
 
(e) December 14, 2012.




 
 
 
CUSIP No.  37244E107
 
SCHEDULE 13D/A
Page 11 of 13 Pages



SIGNATURES
 
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Date:  December 18, 2012

 
 
 
BLACK DIAMOND ARBITRAGE OFFSHORE LTD.
   
 
By: Carlson Capital, L.P., its investment manager
   
 
/s/ Clint D. Carlson
 
Name:      Clint D. Carlson
 
Title:        President
   
 
 
DOUBLE BLACK DIAMOND OFFSHORE LTD.
   
 
By: Carlson Capital, L.P., its investment manager
   
 
/s/ Clint D. Carlson
 
Name:      Clint D. Carlson
 
Title:        President
   
 
 
BLACK DIAMOND OFFSHORE LTD.
   
 
By: Carlson Capital, L.P., its investment manager
   
 
/s/ Clint D. Carlson
 
Name:      Clint D. Carlson
 
Title:        President
   
 
 
BLACK DIAMOND THEMATIC OFFSHORE LTD.
 
By: Carlson Capital, L.P., its investment manager
   
 
/s/ Clint D. Carlson
 
Name:      Clint D. Carlson
 
Title:        President
 
 

 
 
 
CUSIP No.  37244E107
 
SCHEDULE 13D/A
Page 12 of 13 Pages


 
   
 
 
CARLSON CAPITAL, L.P.
 
/s/ Clint D. Carlson
 
Name:      Clint D. Carlson
 
Title:        President
   
   
 
ASGARD INVESTMENT CORP. II
   
 
/s/ Clint D. Carlson
 
Name:      Clint D. Carlson
 
Title:        President
   
   
 
ASGARD INVESTMENT CORP.
   
 
/s/ Clint D. Carlson
 
Name:      Clint D. Carlson
 
Title:        President
   
   
  By:
 /s/ Clint D. Carlson
  Name:
 Clint D. Carlson
 

 
 

 
 
 
CUSIP No.  37244E107
 
SCHEDULE 13D/A
Page 13 of 13 Pages


Appendix B


TRANSACTIONS IN THE ISSUER’S SHARES OF COMMON STOCK BY THE REPORTING PERSONS SINCE THE FILING OF THE ORIGINAL SCHEDULE 13D

 
The following tables set forth all transactions in the shares of Common Stock effected by any of the Reporting Persons since the filing of the Original Schedule 13D, as applicable.  All such transactions were effected in the open market through brokers and the price per share is net of commissions.

Double Black Diamond Offshore Ltd.

Trade Date
Shares Purchased (Sold)
Price Per Share ($)
12/14/2012
(151,318)
2.84
12/14/2012
(136,660)
2.84
12/14/2012
(141,995)
2.7921
12/14/2012
(128,240)
2.7921
12/14/2012
(68,463)
2.7887
12/14/2012
(61,831)
2.7887
12/14/2012
(92,178)
2.7898
12/14/2012
(83,250)
2.7898
12/14/2012
(151,318)
2.83
12/14/2012
(136,660)
2.83
12/14/2012
(287,978)
2.84
12/14/2012
(287,978)
2.87


Black Diamond Offshore Ltd.

Trade Date
Shares Purchased (Sold)
Price Per Share ($)
12/14/2012
(12,783)
2.84
12/14/2012
(11,068)
2.84
12/14/2012
(11,994)
2.7921
12/14/2012
(10,387)
2.7921
12/14/2012
(5,784)
2.7887
12/14/2012
(5,008)
2.7887
12/14/2012
(7,787)
2.7898
12/14/2012
(6,742)
2.7898
12/14/2012
(12,783)
2.83
12/14/2012
(11,068)
2.83
12/14/2012
(23,852)
2.84
12/14/2012
(23,852)
2.87


Black Diamond Thematic Offshore Ltd.

Trade Date
Shares Purchased (Sold)
Price Per Share ($)
12/14/2012
(188,171)
2.84
12/14/2012
(176,578)
2.7921
12/14/2012
(85,136)
2.7887
12/14/2012
(114,627)
2.7898
12/14/2012
(188,171)
2.83
12/14/2012
(188,170)
2.84
12/14/2012
(188,170)
2.87