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October 5, 2012
Via EDGAR Submission
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mara L. Ransom
Re: NRG Energy, Inc.
Registration Statement on Form S-4
File No. 333-183334
Dear Ms. Ransom:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, NRG Energy, Inc., a public company registered under the laws of the State of Delaware (the Company) hereby requests acceleration of the effective date of their Registration Statement on Form S-4 (File No. 333-183334), as amended (the Registration Statement), to 4:00 p.m. Eastern Time, on Friday, October 5, 2012 or as soon thereafter as practicable. The Company hereby acknowledges its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the above-referenced Registration Statement. In addition, the Company acknowledges that:
· should the Securities and Exchange Commission (the Commission) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please contact Thomas W. Christopher of Kirkland & Ellis LLP, outside counsel to the Registrant, at (212) 446-4790, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.
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Sincerely, | ||
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NRG Energy, Inc. | ||
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By: |
/s/ BRIAN CURCI | |
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Name: |
Brian Curci | |
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Title: |
Corporate Secretary and Assistant | |
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General Counsel | |
cc: Thomas W. Christopher
Kirkland & Ellis LLP