UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC D.C. 20549

FORM 8-K

CURRENT REPORT

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

~~Date~~Securities ofExchange ~~report~~Act ~~(Date~~ of ~~earliest event reported): October 18, 2013~~1934

Date of Report (Date of earliest event reported): November 15, 2013

EDISON MISSION ENERGY

MIDWEST GENERATION, LLC

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware	333-68630	95-4031807
DELAWARE	333-68630	95-4031807
Delaware	333-59348	33-0868558
DELAWARE	333-59348	33-0868558
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of	(Commission file	(I.R.S. employer
incorporation)	number)	identification no.)

3 MacArthur Place, Suite 100

Santa Ana, California 92707

235 Remington Boulevard, Suite ~~A Bolingbrook, Illinois 60440 (Address of Principal Executive Offices, including zip code~~100

Bolingbrook, Illinois 60440

(Address of principal executive offices, including zip code)

(714) 513-8000

(630) 771-7800

(Registrant’s ~~Telephone~~telephone ~~Number~~number, including area 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))

~~Item~~o Soliciting ~~1.01~~material ~~Entry~~pursuant ~~into~~to aRule 14a-12 ~~Material~~under ~~Definitive~~the ~~Agreement~~Exchange Act (17 CFR 240.14a-12)

~~EME~~o Pre-commencement ~~and~~communications ~~nineteen~~pursuant ofto ~~its wholly owned subsidiaries~~ Rule 14d-2(~~collectively, the “Debtors”~~b) ~~have filed voluntary petitions for relief~~ under ~~Chapter 11 of~~ the ~~Bankruptcy~~Exchange ~~Code~~Act ~~in the United States Bankruptcy Court for the Northern District of Illinois~~ (~~the “Bankruptcy Court”). The Debtors’ chapter 11 cases (collectively, the “Chapter 11 Cases”) are being jointly administered under case No.~~17 12CFR 240.14d-~~49219~~ 2(~~JPC~~b)~~. Other than the Debtors, none of EME’s other direct or indirect subsidiaries is a debtor in the Chapter 11 Cases.~~)

~~The~~o Pre-commencement ~~Plan~~communications ~~Sponsor~~pursuant ~~Agreement~~to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

OnItem ~~October 18, 2013, the Debtors entered into a Plan Sponsor Agreement (the “PSA”) with NRG Energy, Inc~~8.01 ~~(“NRG”),~~Other ~~NRG Holdings Inc~~Events., the Official Committee of Unsecured Creditors appointed in the Chapter 11 Cases, the PoJo Parties (as defined in the PSA) and certain of EME’s noteholders that are signatories to the PSA, which provides for the parties to support and pursue confirmation by the Bankruptcy Court of a chapter 11 plan (the “Plan”), that will implement a reorganization of EME and the other Debtors and a sale of certain assets of EME (including its equity interests in its subsidiaries) to NRG pursuant to the Acquisition Agreement (as defined below). The PSA contains representations, warranties and covenants of the parties to support and pursue confirmation of the Plan.

InAs ~~accordance~~previously ~~with~~disclosed, ~~the~~Edison ~~PSA~~Mission Energy and nineteen of its wholly owned subsidiaries, onincluding ~~October 18~~Midwest Generation, ~~2013~~LLC (collectively, ~~EME~~the ~~entered~~“Debtors”) ~~into~~are andebtors ~~Asset~~and ~~Purchase~~debtors ~~Agreement~~in possession pursuant to Chapter 11 of the United States Bankruptcy Code (the “~~Acquisition~~Bankruptcy ~~Agreement~~Code”) in the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division (the “Bankruptcy Court”). On November 15, 2013, the Debtors filed with ~~NRG~~the ~~and~~Bankruptcy ~~NRG~~Court ~~Energy~~a ~~Holdings~~joint ~~Inc.~~plan of reorganization (the “~~Purchaser~~Plan”), and a ~~wholly~~related ~~owned~~disclosure ~~subsidiary~~statement of(the ~~NRG,~~“Disclosure ~~which~~Statement”) ~~provides~~pursuant ~~for~~to the ~~acquisition~~Bankruptcy Code. Copies of ~~substantially~~the ~~all~~Plan ofand ~~EME’s~~Disclosure ~~assets,~~Statement ~~including~~are ~~its~~attached ~~equity~~hereto ~~interests~~as inExhibits ~~certain~~99.1 and 99.2, respectively. Copies of ~~its~~the ~~direct~~Plan ~~subsidiaries~~and (Disclosure Statement are also publicly available and ~~thereby~~may ~~such~~be ~~subsidiaries~~accessed free of charge at the website established for the Debtors’ ~~assets~~chapter ~~and~~11 ~~liabilities),~~cases by the ~~Purchaser~~Debtors’ ~~upon~~notice ~~Bankruptcy~~and ~~Court~~claims ~~confirmation~~agent ~~and~~at ~~consummation~~http://www. ofedisonmissionrestructuring.com. The information set forth on the ~~Plan~~foregoing website shall not be deemed to be part of or incorporated by reference into this Current Report on Form 8-K.

The ~~Plan~~Debtors ~~generally~~recommend ~~will~~that ~~provide~~their ~~for~~stakeholders ~~each~~refer ~~of EME’s unsecured creditors~~ to ~~receive a pro rata portion of~~ the ~~consideration~~limitations toand bequalifications ~~paid~~included byin the ~~Purchaser~~Plan toand ~~EME under~~ the ~~Acquisition~~Disclosure ~~Agreement (less~~Statement, ~~certain~~as ~~distributions~~applicable, towith berespect ~~paid~~ to ~~other~~the ~~creditors~~information ofcontained ~~EME),~~therein. Information ~~which~~contained ~~includes~~in ~~(i) newly~~the ~~issued~~Plan ~~shares of NRG common stock~~ and ~~(ii) certain~~the ~~cash~~Disclosure ~~proceeds. After~~Statement ~~the~~is ~~distribution~~subject ~~under~~to ~~the Plan~~change, ~~creditors~~whether ofas ~~EME~~a ~~that~~result ~~receive shares~~ of ~~NRG~~amendments ~~common stock pursuant~~ to the Plan, ~~will~~actions beof ~~stockholders~~third ofparties ~~NRG~~or otherwise.

The ~~foregoing~~Bankruptcy ~~description~~Code does not permit solicitation of acceptances of the ~~PSA~~Plan ~~and~~until the ~~exhibits~~Bankruptcy ~~included~~Court ~~therein~~approves ~~does~~the Disclosure Statement. Accordingly, this announcement is not ~~purport~~intended to be, ~~complete~~nor ~~and~~should isit ~~qualified~~be inconstrued ~~its~~as, ~~entirety~~a bysolicitation ~~reference~~for toa vote on the ~~PSA~~Plan. The Plan will become effective only if it receives the requisite stakeholder approval, if confirmed by the Bankruptcy Court, and ~~applicable~~if ~~exhibits~~certain terms and conditions are satisfied or waived. There can be no assurance that the Bankruptcy Court will approve the Disclosure Statement, ~~which~~that the Debtors’ stakeholders will bevote ~~filed~~to ~~with~~accept anthe ~~amended~~Plan, ~~Form 8-K~~that ~~within~~the ~~four~~Bankruptcy ~~business~~Court ~~days~~will confirm the Plan, or that the plan will be consummated.

~~The~~Item ~~Asset~~9.01 ~~Purchase~~Financial ~~Agreement~~Statements and Exhibits.

On October 18, 2013, EME entered into the Acquisition Agreement with NRG and the Purchaser. The Acquisition Agreement provides that, upon the terms and subject to the conditions set forth therein, EME will sell substantially all of the assets of EME, including the outstanding equity interests in certain of EME’s direct subsidiaries (~~and thereby such subsidiaries’ assets and liabilities~~d), EME’s cash and cash equivalents and EME’s interest in substantially all of the other assets used in the operation of EME’s and its subsidiaries’ businesses (the “Acquired Assets”) to the Purchaser and the Purchaser will assume substantially all of the liabilities related to the Acquired Assets, including, among other things, (i) all liabilities of EME under those certain leveraged leases relating to the Powerton Station and Units 7 and 8 of the Joliet Station which EME’s indirect subsidiary, Midwest Generation (“MWG”), leases from third-party lessors pursuant to a sale-leaseback transaction completed in August 2000 (the “PoJo Leases”) other than certain amounts owed by MWG relating to past due amounts owing under the PoJo Leases as set forth in the Acquisition Agreement (the “Agreed PoJo Cure Amount”); (ii) all trade and vendor accounts payable and accrued liabilities arising from the operation of the Debtors’ businesses prior to the date of the closing of the transaction; and (iii) all cure amounts and other liabilities of the Debtors (other than the Homer City Debtors and certain agreed-upon excluded liabilities).Exhibits

299.1 Joint Plan of Reorganization, filed November 15, 2013.

In99.2 Disclosure ~~particular~~Statement, ~~with~~filed ~~respect to the PoJo Leases, at the closing of the transaction, NRG would (i)~~November replace the existing EME guarantees with NRG guarantees; (ii) replace EME as a party to the tax indemnity agreements relating to the Powerton and Joliet Facility Leases; and (iii) covenant to make a capital investment in the Powerton and Joliet Facilities15, ~~provided that NRG will not be obligated to make capital investments in excess of $350 million~~2013. In consideration of the foregoing, at the closing of the transaction, EME will retain all liabilities relating to the payment of the Agreed PoJo Cure Amount, the intercompany note issued by EME for the benefit of MWG, would be extinguished, MWG would assume the Powerton and Joliet Facility Leases and the other operative documents related thereto, as modified by mutual agreement of the parties and all monetary defaults under each lease will be cured at closing.

The Acquired Assets do not include, among other things, (i) Edison Mission Finance Co., EME Homer City Generation L.P., and Homer City Property Holdings, Inc. (collectively, and together with Chestnut Ridge Energy Company and Mission Energy Westside Inc., the “Homer City Debtors”), (ii) claims of EME against its parent, Edison International or (iii) various tax attributes of EME, including tax losses, tax loss carryforwards, tax credits and tax refunds.2

~~Pursuant~~Limitation toon ~~the~~Incorporation ~~Acquisition Agreement, the total purchase price to be paid~~ by the Purchaser for the Acquired Assets is $2.635 billion, subject to certain adjustments provided in the Acquisition Agreement, as well as the assumption of certain indebtedness of EME’s subsidiaries and other liabilities. The Acquisition Agreement provides that $350 million of the total purchase price will be paid in newly issued shares of NRG’s common stock to be registered with the Securities and Exchange Commission (the “SEC”) on a Form S-1 Registration Statement (the “Registration Statement”) and the remainder will be paid in cash.Reference

~~NRG~~The ~~filed~~Plan aand ~~registration~~Disclosure ~~statement~~Statement ~~(including~~shall anot ~~prospectus)~~be ~~with~~deemed “filed” for purposes of Section 18 of the Securities ~~and~~ Exchange ~~Commission~~Act ~~(the~~of ~~“SEC”)~~1934, onas ~~October 18~~amended, ~~2013~~or ~~(333-191797)~~otherwise ~~for~~subject to the ~~offering~~liabilities toof ~~which~~that ~~this~~section, ~~communication~~nor ~~relates.~~shall ~~All~~it ~~potential~~be ~~recipients~~deemed ofincorporated ~~the~~by ~~shares~~reference ~~should~~in ~~read~~any filing under the ~~prospectus~~Securities inAct ~~that~~of ~~registration~~1933, ~~statement~~as ~~and~~amended. ~~other~~Registration ~~documents~~statements ~~NRG~~or ~~has~~other documents filed with the ~~SEC~~U.S. ~~for~~Securities ~~more~~and ~~complete~~Exchange ~~information~~Commission ~~about~~(“SEC”) ~~NRG~~shall not incorporate the Schedules and ~~this~~Statements ~~offering.~~or ~~Such~~any ~~persons~~other ~~may~~information ~~receive~~set ~~these~~forth ~~documents~~in ~~for~~this ~~free~~Current Report on Form 8-K by ~~visiting~~reference, ~~EDGAR~~except onas ~~the~~otherwise ~~SEC~~expressly ~~Web~~stated ~~site~~in atsuch ~~www~~filing.~~sec.gov~~ .This ~~Alternatively,~~Current ~~NRG~~Report on Form 8-K will ~~arrange~~not be deemed an admission as to ~~send~~the materiality of any information in the ~~prospectus~~report ifthat ~~requested~~is byrequired ~~calling~~to ~~(609)~~be ~~524-4500~~disclosed orsolely ~~emailing~~by ~~investor~~Regulation FD.~~relations@nrgenergy.com.~~

~~The~~Cautionary ~~Acquisition~~Statement ~~Agreement~~Regarding contains customary closing conditions including, among other things, (i) the confirmation of a Plan of Reorganization and the entry of a Confirmation Order by the Bankruptcy Court; (ii) receipt of applicable government approvals, including FERC approval and the expiration of the waiting period under the HartForward-~~Scott-Rodino~~Looking Antitrust Improvements Act of 1976; and (iii) the Registration Statement shall have been declared effective by the SEC and the NRG common stock to be issued pursuant to the Registration Statement shall have been approved for listing on the New York Stock Exchange, subject to official notice of issuance.Statements

~~Under~~This Current Report on Form 8-K and the ~~Acquisition~~exhibits ~~Agreement,~~hereto ~~EME~~contain isforward-looking ~~permitted~~statements tobased ~~solicit~~on ~~other~~information ~~competing~~available ~~acquisition~~as ~~proposals~~of ~~through~~the ~~December 6,~~date ~~2013~~the report was prepared. ~~After~~These ~~December 6,~~forward-looking ~~2013~~statements are subject to a significant amount of uncertainty, ~~EME~~in ~~has~~particular ~~agreed~~regarding ~~not~~the chapter 11 cases, the Debtors’ ability to ~~solicit~~consummate one or ~~encourage~~more ~~competing~~plans ~~acquisition~~of ~~proposals~~reorganization. Factors ~~EME~~both ~~may~~within ~~terminate~~and outside the ~~deal~~control toof ~~enter~~EME ~~into~~will aaffect ~~superior~~the ~~proposal~~accuracy atof ~~any~~this ~~time~~forward-looking ~~prior~~information. Furthermore, the information is subject to ~~entry~~assumptions, ofqualifications aand ~~confirmation~~performance ~~order~~criteria not otherwise described in the information presented.

The Acquisition Agreement provides specific termination rights to each party, which include a right to terminate if certain milestone dates are not met, for material breaches of the Acquisition Agreement not cured within a specified period or if EME enters into or seeks approval of a superior proposal. Under specified circumstances, NRG will be entitled to receive a cash fee of $65 million, and expense reimbursement of all reasonable and documented out-of-pocket expenses, if the Acquisition Agreement is terminated.3

3SIGNATURE

~~The~~Pursuant ~~Acquisition~~to ~~Agreement~~the ~~contains~~requirements ~~certain~~of ~~representations~~the ~~and~~Securities ~~warranties~~Exchange ~~made~~Act byof ~~EME~~1934, ~~NRG and~~ the ~~Purchaser. There~~registrant ~~are~~has ~~also~~duly ~~various~~caused ~~pre-closing~~this ~~and~~report ~~post-closing~~to ~~covenants~~be ~~binding~~signed on its behalf by the ~~parties~~undersigned hereunto duly authorized.

The foregoing description of the Acquisition Agreement and the exhibits included therein does not purport to be complete and is qualified in its entirety by reference to the Acquisition Agreement and applicable exhibits, which will be filed with an amended Form 8-K within four business days

Edison Mission Energy


Date:	November 20, 2013	/s/ Maria Rigatti
		MARIA RIGATTI Senior Vice President and Chief Financial Officer


Midwest Generation, LLC


Date:	November 20, 2013	/s/ Maria Rigatti
		MARIA RIGATTI Manager and Vice President

~~Press Release~~4

~~On October~~EXHIBIT 18, 2013, EME issued a press release announcing that it had entered into the Acquisition Agreement and the Plan Support Agreement. The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.INDEX

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
99.1		Joint Plan of Reorganization, filed November 15, 2013.
99.2		Disclosure Statement, filed November 15, 2013.

~~(d) Exhibits.~~5

99.1 Press Release, dated October 18, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Edison Mission Energy

Date:	October 18, 2013	/s/ MARIA RIGATTI
		MARIA RIGATTI
		Senior Vice President and Chief Financial Officer

Midwest Generation, LLC

Date:	October 18, 2013	/s/ MARIA RIGATTI
		MARIA RIGATTI
		Manager and Vice President

EXHIBIT INDEX

Exhibit No.		Document
99.1		Press Release, dated October 18, 2013.

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