UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 48, 2010

Mirant Corporation

(Exact Name of Registrant as Specified in Charter)


Delaware	001-16107	20-3538156
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1155 Perimeter Center West, Suite 100, Atlanta, Georgia		30338
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (678) 579-5000

N/A

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On October 48, 2010, ~~GenOn~~Mirant ~~Escrow~~Marsh ~~Corp.~~Landing, LLC (“~~GenOn Escrow~~MML”), a ~~newly~~wholly-owned ~~formed Delaware~~ subsidiary of Mirant Corporation (“Mirant” or the “Company”), ~~completed~~entered into a $650 million credit facility to provide construction and permanent financing for its ~~previously~~Marsh ~~announced~~Landing ~~offering~~Generating Station (the “Project”). In connection with the financing of ~~two~~the ~~series~~Project, each of MML, ~~senior~~Mirant ~~secured~~Marsh ~~notes:~~Landing Holdings, LLC (“MML Holdco”) and the Company entered into certain agreements which are summarized below.

•The Credit Agreement. On October 8, 2010, MML entered into a credit agreement (the “Credit Agreement”) among MML, as borrower, the lenders party thereto, The Royal Bank of Scotland plc (“RBS”), as administrative agent for the lenders and Deutsche Bank Trust Company Americas (“DBTCA”), as Collateral Agent and Depositary Bank. The Credit Agreement consists of a $~~550~~155 million senior secured term loan facility (the “Tranche A Term Loan”), a $345 million senior secured term loan facility (the “Tranche B Term Loan”, and together with the Tranche A Term Loan, the “Term Loans”), a $49.79 million senior secured letter of 9credit facility (the “DSR Letter of Credit”) to support MML’s debt service reserve requirements and a $100.~~875%~~15 million senior ~~unsecured~~secured ~~notes~~letter ~~due~~of ~~2020~~credit facility (together with the DSR Letter of Credit, the “Letters of Credit”) to besupport ~~initially~~MML’s ~~issued~~collateral byrequirements ~~GenOn~~under ~~Escrow~~MML’s power purchase agreement (the “~~2020~~Power ~~Senior~~Purchase ~~Notes~~Agreement”); with Pacific Gas & Electric Company. The Term Loans will be available to be drawn during the construction of the Project upon the satisfaction of the conditions thereto, including the receipt by MML of base equity contributions in an amount of $147.46 million. Prior to the commercial operation date of the Project, the collateral requirements under the Power Purchase Agreement and the collateral requirements under MML’s construction/vendor contracts are being met by a $165 million cash collateralized letter of credit facility entered into by the Company on September 27, 2010. At or near the commercial operation date of the Project those collateral requirements terminate.

•The ~~$675~~Term ~~million~~Loans are to be fully amortized by their maturity dates. The Tranche A Term Loan matures on December 31, 2017 and the Tranche B Term Loan matures on the date that is the earlier of 9the last day of the first fiscal quarter following the 10th anniversary of the conversion date of the Project and December 31, 2023.5% ~~senior~~The ~~unsecured~~expiry ~~notes~~date ~~due~~of ~~2018~~the toLetters of Credit is December 31, 2017. Interest on the Tranche A Term Loans will be ~~initially~~based ~~issued~~on bya ~~GenOn~~base ~~Escrow~~rate or a Eurodollar rate plus an initial applicable margin of 1.5% for base rate loans and 2.5% for Eurodollar loans (with such margin increasing .25% every three years). Interest on the ~~“2018~~Tranche ~~Senior~~B ~~Notes”~~Term Loans will be based on a base rate or a Eurodollar rate plus an initial applicable margin of 1.75% for base rate loans and, ~~together~~2.75% for Eurodollar loans (with such margin increasing .25% every three years). Fees on lenders’ exposure under the ~~2020~~Letters ~~Senior~~of ~~Notes~~Credit accrue at a rate equal to the applicable margin payable on the Tranche A Term Loans that are based on the Eurodollar Rate. In connection with the Credit Agreement, MML and each of RBS and Royal Bank of Canada entered into interest rate protection agreements (the “~~Senior~~Hedging ~~Notes~~Agreements”) pursuant to which MML mitigated interest rate risks with respect to the Term Loans. The Company provided limited guarantees in respect of the Hedging Agreements. The effective interest rate that MML will pay for the Term Loans from the commercial operations date is 5.91% (plus the step-up in margin over time).

~~The~~Loans ~~Senior~~under ~~Notes~~the ~~were~~Credit ~~offered~~Agreement ~~only~~will be subject to ~~qualified institutional~~mandatory ~~buyers~~prepayment ~~under~~upon ~~Rule~~the ~~144A~~occurrence of ~~the~~certain ~~Securities~~events, ~~Act~~including an event of damage ~~1933~~or an event of taking, asthe ~~amended~~receipt (of the ~~“Securities~~proceeds ~~Act”),~~of ~~and~~any toclaim ~~non-U.S.~~under ~~persons~~any ~~outside~~document ofexecuted in connection with the ~~United~~Project ~~States~~and inany ~~reliance~~amounts onpayable ~~Regulation~~as Sa ~~under~~result of termination of the ~~Securities~~Power ~~Act~~Purchase Agreement. The ~~Senior~~Credit ~~Notes~~Agreement ~~have not~~includes ~~been~~customary ~~registered~~affirmative ~~under~~and ~~the~~negative ~~Securities~~covenants ~~Act~~and events of default. Negative covenants include limitations on additional debt, liens, negative pledges, investments, distributions, business activities, stock repurchases, asset dispositions, accounting changes, change orders and ~~may~~affiliate ~~not~~transactions. beEvents ~~offered~~of ordefault ~~sold~~include innon-performance ~~the~~of ~~United~~covenants, ~~States~~breach ~~absent~~of ~~registration~~representations, orcross-default anto ~~applicable~~other ~~exemption~~material ~~from~~indebtedness, ~~registration~~bankruptcy ~~requirements~~and insolvency, material judgments, a change in control and a failure to achieve commercial operation by December 31, 2013.

~~GenOn~~The ~~Escrow~~Security ~~issued~~Documents. ~~the~~On October 8, ~~Senior~~2010, ~~Notes~~ in connection with the ~~proposed~~Credit ~~merger (the “Merger”) of Mirant and RRI Energy~~Agreement, ~~Inc.~~ (~~“RRI Energy”~~i)~~, pursuant to the agreement and plan of merger, dated as of April~~ ~~11,~~MML ~~2010, by~~ and ~~among~~DBTCA ~~RRI~~entered ~~Energy,~~into ~~RRI~~a ~~Energy~~security ~~Holdings,~~agreement ~~Inc. and Mirant~~ (the “~~Merger~~Security Agreement”)~~. The Senior Notes were issued and sold in accordance with the purchase agreement~~, dated as of September 20, 2010, among Mirant, RRI Energy, GenOn Escrow and J.P. Morgan Securities LLC, as representative of the several initial purchasers listed in the purchase agreement, pursuant to an indenture, dated as of October 4, 2010 (~~the “Indenture”~~ii), MML ~~between GenOn Escrow and Wilmington Trust Company~~Holdco, asMML ~~trustee.~~

In connection with the issuance and sale of the Senior Notes, GenOn Escrow additionally entered into an escrow and security agreement (the “Escrow and Security Agreement”), dated as of October 4, 2010, with RRI Energy, Mirant, Wilmington Trust Company, as trustee, Deutsche Bank Trust Company Americas, as escrow agent (the “Escrow Agent”), J.P. Morgan Securities Inc. and the several initial purchasers of the Senior Notes, in favor of the holders of the Senior Notes. The proceeds of the offering were deposited, pursuant to the Escrow and Security Agreement, into a segregated escrow account pending completion of the Merger.

Pursuant to the Escrow and Security Agreement and the Indenture, GenOn Escrow will be required to redeem the Senior Notes at a redemption price equal to 100% of the issue price of each series of Senior Notes, plus accrued and unpaid interest to, but excluding, the redemption date if:

• the Merger is not completed on or before December 31, 2010 or, subject to the deposit with the Escrow Agent of cash or government securities sufficient to fund the special mandatory redemption payment thereon, March 31, 2011 (the “Merger Termination Date”);

• the required refinancing transactions, as set forth in the Merger Agreement, are not completed at or before the Merger Termination Date;

• the Merger Agreement is terminated before the Merger Termination Date;

• an event of default shall have occurred and be continuing under the Indenture; or

• at any time, RRI Energy and Mirant, in their sole judgment, determine jointly that the refinancing transactions will not be completed on or before the Merger Termination Date.

~~Upon~~ and ~~completion~~DBTCA ofentered ~~the~~into ~~Merger,~~a ~~GenOn~~pledge ~~Escrow~~agreement ~~will~~(the ~~merge~~“Pledge ~~with~~Agreement”) and (iii) MML, RBS and DBTCA entered into ~~RRI~~a ~~Energy~~Collateral Agency and Intercreditor Agreement (totogether bewith the ~~renamed~~Security ~~GenOn~~Agreement ~~Energy~~and the Pledge Agreement, ~~Inc.~~the (“~~GenOn~~Security ~~Energy~~Documents”)). ~~and~~Pursuant ~~RRI~~to ~~Energy~~the ~~will~~Security ~~assume~~Documents, all ~~of GenOn Escrow’s~~ obligations under the ~~Senior~~Credit ~~Notes~~Agreement and the ~~Indenture~~Hedging ~~and~~Agreements ~~the~~are ~~funds~~secured ~~held~~by infirst ~~escrow~~priority ~~will~~liens beon ~~released~~substantially toall assets ~~GenOn~~of ~~Energy~~MML and a pledge of the equity of MML by MML Holdco.

The ~~Indenture~~Equity ~~includes~~Contribution ~~covenants~~Agreement. ~~restricting~~On October 8, ~~RRI~~2010, ~~Energy~~in ~~from~~connection ~~incurring~~with ~~additional~~the ~~liens~~Credit ~~and~~Agreement, ~~from paying dividends or purchasing capital stock. In~~ the ~~event~~Company, ofMML, aRBS ~~change~~and ofDBTCA ~~control~~entered ofinto ~~GenOn~~an ~~Energy,~~equity ~~holders~~contribution ofagreement (the ~~Senior~~“Equity ~~Notes~~Contribution ~~have~~Agreement”) ~~the~~pursuant ~~right~~ to ~~require~~which ~~GenOn Energy to purchase~~ the ~~outstanding~~Company ~~Senior~~agreed ~~Notes~~to atmake a ~~price~~base ~~equal~~equity contribution toin ~~101%~~an ~~of the principal~~ amount ~~plus~~not ~~accrued~~to ~~and~~exceed ~~unpaid~~$147.46 ~~interest and~~million ~~additional~~to ~~interest~~support ~~(as~~construction ~~defined~~of in the ~~Indenture),~~Project ifand ~~any.~~contingent ~~The~~equity ~~Senior~~contributions ~~Notes~~not ~~will be subject~~ to ~~acceleration~~exceed of$44.22 ~~GenOn~~million ~~Energy’s~~in ~~obligations~~the ~~thereunder~~event ~~upon~~ the ~~occurrence~~base ofequity ~~certain~~contribution ~~events~~is ofinsufficient ~~default,~~to ~~including:~~satisfy ~~(i) default~~project ~~in interest~~costs ~~payment~~incurred ~~for~~with 30respect ~~days,~~to ~~(ii) default~~construction inof the ~~payment~~Project ~~of principal or premium, if any, (iii) failure~~ after 90application ~~days~~ of ~~specified~~all ~~notice~~base toequity ~~comply~~contributions ~~with~~and ~~any~~all ~~other~~Term ~~agreements in the Indenture~~Loans, ~~(iv) certain~~subject ~~cross-acceleration events, (v) failure by GenOn Energy or its significant subsidiaries~~ to ~~pay~~the ~~certain~~terms ~~final~~ and ~~non-appealable~~conditions ~~judgments~~contained ~~after 90 days and (vi) certain events of bankruptcy and insolvency~~therein.

The ~~Senior~~preceding ~~Notes~~description ~~are~~of ~~the~~each ~~sole obligation~~ of ~~GenOn~~the ~~Escrow~~Credit ~~and~~Agreement, ~~are~~the ~~not~~Security ~~guaranteed~~Documents byand ~~Mirant~~the orEquity ~~any~~Contribution ofAgreement ~~its~~does ~~other~~not ~~subsidiaries or RRI Energy~~purport orto ~~any~~be ofa ~~its~~complete ~~subsidiaries.~~description ~~Following~~and ~~the~~is ~~Merger,~~qualified ~~Mirant~~in ~~expects~~its ~~the~~entirety ~~Senior~~by ~~Notes~~reference to be the ~~sole~~full ~~obligation~~text of ~~GenOn~~such ~~Energy~~agreements, ~~and~~which ~~does not anticipate that they~~ will be ~~guaranteed~~filed byas ~~any~~exhibits ~~subsidiary~~to ofa ~~GenOn~~subsequent ~~Energy~~report.

Section 2 – Financial Information

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Report.

~~Cautionary~~CAUTIONARY ~~Language~~LANGUAGE ~~Regarding~~REGARDING ~~Forward~~FORWARD-~~Looking~~LOOKING ~~Statements~~STATEMENTS

Some of the statements included herein involve forward-looking information. Mirant cautions that these statements involve known and unknown risks and that there can be no assurance that such results will occur. There are various important factors that could cause actual results to differ materially from those indicated in the forward-looking statements, such as, but not limited to, ~~legislative~~the ~~and~~inability ~~regulatory~~to ~~initiatives~~complete ~~regarding~~construction ~~deregulation, regulation or restructuring~~ of the ~~industry~~Mirant ofMarsh ~~generating,~~Landing ~~transmitting~~Generating ~~and~~Station ~~distributing~~by ~~electricity~~mid-2013; (the ~~“electricity~~ability ~~industry”);~~of ~~changes~~MML into ~~state,~~meet ~~federal and other regulations affecting~~ the ~~electricity~~conditions ~~industry~~to ~~(including~~drawing ~~rate~~under ~~and~~the ~~other~~Credit ~~regulations)~~Agreement; ~~changes in, or changes in~~ the ~~application~~ability of, ~~environmental~~the ~~and~~lenders ~~other~~under ~~laws~~the ~~and~~Marsh ~~regulations~~Landing credit facility to ~~which~~fund ~~Mirant~~under ~~and~~the ~~its~~Credit ~~subsidiaries~~Agreement; ~~and~~restrictions ~~affiliates~~on ~~are or could become subject;~~ the ~~failure~~ability of Mirant’s ~~plants~~subsidiaries to ~~perform~~pay ~~as expected~~dividends, ~~including~~make ~~outages~~distributions ~~for unscheduled maintenance~~ or ~~repair;~~otherwise ~~environmental~~transfer ~~regulations~~funds ~~that~~to ~~restrict~~ Mirant’s, ~~ability~~including orrestrictions ~~render~~on itMirant ~~uneconomic~~North toAmerica ~~operate~~contained in its ~~business, including~~financing ~~regulations~~agreements ~~related~~and torestrictions ~~the~~on ~~emission~~Mirant ofMid-Atlantic ~~CO2~~contained ~~and~~in ~~other~~its ~~greenhouse~~leveraged ~~gases;~~lease ~~increased~~documents, ~~regulation~~which ~~that~~may ~~limits~~affect Mirant’s ~~access~~ability to ~~adequate~~access ~~water~~the ~~supplies~~cash ~~and~~flows ~~landfill~~of ~~options~~those ~~needed~~subsidiaries to ~~support~~meet ~~power~~its ~~generation~~equity orfunding ~~that~~obligations ~~increases~~in ~~the~~respect ~~costs~~ of ~~cooling~~the Marsh ~~water~~Landing ~~and handling, transporting and disposing off-site of ash and other byproducts~~project; ~~changes~~the infailure ~~market~~to ~~conditions,~~comply ~~including developments in the supply~~with, ~~demand,~~or ~~volume~~monitor ~~and~~provisions ~~pricing~~ of ~~electricity~~Mirant’s ~~and~~loan ~~other~~agreements ~~commodities~~and indebt ~~the~~may ~~energy~~lead ~~markets, including efforts~~ to ~~reduce~~a ~~demand~~breach ~~for electricity~~ and, toif ~~encourage~~not ~~the development of renewable sources of electricity~~remedied, ~~and~~result ~~the~~in ~~extent~~an ~~and~~event ~~timing~~ of ~~the~~default ~~entry~~thereunder, ofwhich ~~additional~~would ~~competition~~limit inaccess ~~our~~to ~~markets;~~needed ~~continued~~capital ~~poor economic~~ and ~~financial~~damage Mirant’s ~~market~~reputation ~~conditions, including~~and ~~impacts~~relationships onwith financial institutions; and ~~other current and potential counterparties and negative impacts on liquidity in~~ the ~~power~~risks and ~~fuel~~uncertainties ~~markets~~described in ~~which~~ Mirant ~~and its subsidiaries hedge and transact; increased credit standards, margin requirements, market volatility or other market conditions that could increase Mirant~~’s ~~obligations~~Form to10-K ~~post~~for ~~collateral~~the ~~beyond~~year ~~amounts~~ended ~~that are expected~~December 31, ~~including~~2009 ~~additional collateral costs associated with over-the-counter hedging activities as a result of new or proposed rules~~ and ~~regulations governing derivative financial instruments;~~ Mirant’s ~~inability~~Form to10-Q ~~access~~for ~~effectively~~ the ~~over-the-counter~~quarter ~~and~~ended ~~exchange-based commodity markets or changes in commodity market conditions and~~June 30, ~~liquidity~~2010, ~~including~~filed aswith athe ~~result~~Securities ~~of new or proposed rules~~ and ~~regulations~~Exchange ~~governing~~Commission ~~derivative~~(“SEC”). ~~financial instruments, which may affect Mirant’s ability to engage in asset management, proprietary trading and fuel oil management activities as expected, or result in~~

Mirant undertakes no obligation to update publicly or revise any forward-looking statements to reflect events or circumstances that may arise. The foregoing review of factors that could cause Mirant’s actual results to differ materially from those contemplated in the forward-looking statements included in this Current Report on Form 8-K should be considered in connection with information regarding risks and uncertainties that may affect Mirant’s future results included in Mirant’s filings with the SEC at www.sec.gov.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

~~material gains or losses from open positions; deterioration in the financial condition of Mirant’s counterparties and the failure of~~ such ~~parties~~offer, tosolicitation ~~pay~~or ~~amounts~~sale ~~owed~~would tobe ~~Mirant~~unlawful orprior to ~~perform obligations~~registration or ~~services~~qualification ~~due~~under ~~to Mirant beyond collateral posted; hazards customary to~~ the ~~power~~securities ~~generation~~laws ~~industry~~of ~~and~~any ~~the possibility that Mirant may not have adequate insurance to cover losses resulting from~~ such ~~hazards~~jurisdiction. orIn ~~the~~connection ~~inability~~with ~~of Mirant’s insurers to provide agreed upon coverage;~~ the ~~expected~~proposed ~~timing~~merger ~~and~~between ~~likelihood of completion of the Merger~~RRI Energy, ~~including~~Inc. ~~the~~(“RRI ~~timing,~~Energy”) ~~receipt~~ and ~~terms and conditions of required stockholder~~Mirant, ~~governmental~~RRI ~~and~~Energy ~~regulatory~~filed ~~approvals~~with ~~that~~the ~~may reduce~~SEC ~~anticipated~~a ~~benefits~~registration orstatement ~~cause~~on ~~the~~Form ~~parties~~S-4 tothat ~~abandon~~includes ~~the~~a ~~Merger;~~joint ~~the~~proxy ~~diversion~~statement of ~~management’s~~RRI ~~time~~Energy and ~~attention from our ongoing business during the time~~ Mirant ~~is seeking to complete the Merger; the ability to maintain relationships with employees, customers~~ and ~~suppliers; the ability to integrate successfully the businesses and realize cost savings and any other synergies; and the risk~~ that ~~credit~~also ~~ratings~~constitutes ~~of the combined company or its subsidiaries may be different from hat the companies expect; price mitigation strategies employed by ISOs or RTOs that reduce Mirant’s revenue and may result in~~ a ~~failure~~prospectus ~~to compensate Mirant’s generating units adequately for all~~ of ~~their~~RRI ~~costs;~~Energy. ~~changes in the rules used to~~The ~~calculate~~registration ~~capacity,~~statement ~~energy~~was ~~and~~declared ~~ancillary~~effective ~~services~~by ~~payments; legal and political challenges to~~ the ~~rules~~SEC ~~used~~on ~~to calculate capacity~~September 13, ~~energy~~2010. ~~and~~RRI ~~ancillary~~Energy ~~services payments; volatility in Mirant’s gross margin as a result of Mirant’s accounting for derivative financial instruments used in its asset management, proprietary trading~~ and fuel oil management activities and volatility in its cash flow from operations resulting from working capital requirements, including collateral, to support its asset management, proprietary trading and fuel oil management activities; Mirant’s ~~ability~~urge toinvestors ~~enter into intermediate~~ and ~~long-term~~shareholders ~~contracts~~ to ~~sell~~read ~~power~~the orregistration ~~to hedge our future expected generation of power~~statement, and toany ~~obtain adequate~~other ~~supply~~relevant ~~and~~documents ~~delivery~~filed ofwith ~~fuel~~the ~~for its generating facilities~~SEC, atincluding ~~Mirant’s required specifications and on terms and prices acceptable to it;~~ the ~~failure to utilize new or advancements in power generation technologies; the inability of~~joint ~~Mirant’s~~proxy ~~operating~~statement/prospectus ~~subsidiaries~~that tois ~~generate sufficient cash flow to support its operations; the potential limitation or loss of Mirant’s net operating losses notwithstanding~~ a ~~continuation~~part of ~~its~~the ~~stockholder~~registration ~~rights plan; Mirant’s ability to borrow additional funds and access capital markets; strikes~~statement, ~~union~~because ~~activity~~they orcontain ~~labor unrest; Mirant’s ability to obtain~~ or ~~develop~~will ~~capable~~contain ~~leaders~~important ~~and~~information. ~~its~~You ~~ability~~may toobtain ~~retain~~copies ~~or replace the services~~ of ~~key~~all ~~employees;~~documents ~~weather~~filed ~~and~~with ~~other natural phenomena, including hurricanes and earthquakes;~~ the ~~cost~~SEC ~~and~~regarding ~~availability~~this ~~of emissions allowances; curtailment of operations and reduced prices for electricity resulting from transmission constraints; Mirant’s ability to execute its business plan in California~~transaction, ~~including~~free ~~entering into new tolling arrangements in respect~~ of its existing generating facilities; Mirant’s ability to execute its development plan in respect of its Marsh Landing generating facility and completing the construction of the generating facility by mid-2013; Mirant’s relative lack of geographic diversification of revenue sources resulting in concentrated exposure to the Mirant Mid-Atlantic market; the ability of lenders under Mirant North America’s revolving credit facility to perform their obligations; warcharge, ~~terrorist~~at ~~activities, cyberterrorism and inadequate cybersecurity, or~~ the ~~occurrence of a catastrophic loss; the failure to provide a safe working environment for~~ ~~Mirant~~SEC’s ~~employees~~website ~~and~~(www.sec.gov). ~~visitors~~You ~~thereby~~may ~~increasing~~also ~~Mirant’s~~obtain ~~exposure~~these ~~to additional liability~~documents, ~~loss~~free of ~~productive time~~charge, ~~other~~from ~~costs,~~RRI ~~and a damaged reputation; Mirant~~Energy’s ~~consolidated~~website ~~indebtedness~~(www.rrienergy.com) ~~and~~under the ~~possibility~~tab ~~that~~“Investor ~~Mirant~~Relations” orand ~~its subsidiaries~~then ~~may~~under ~~incur additional indebtedness in~~ the ~~future;~~heading ~~restrictions~~“Company onFilings.” ~~the~~You ~~ability of Mirant’s subsidiaries to pay dividends, make distributions or otherwise transfer funds to Mirant, including restrictions on Mirant North America~~may ~~contained~~also inobtain ~~its~~these ~~financing agreements and restrictions on Mirant Mid-Atlantic contained in its leveraged lease~~ documents, ~~which~~free ~~may affect Mirant’s ability to access the cash flows~~ of ~~those subsidiaries to make debt service and other payments; the failure to comply with~~charge, orfrom ~~monitor provisions of~~ Mirant’s ~~loan~~website ~~agreements~~(www.mirant.com) ~~and~~under ~~debt~~the ~~may~~tab ~~lead~~“Investor toRelations” ~~a breach~~ and, ifthen ~~not~~under ~~remedied, result in an event of default thereunder, which would limit access to needed capital and damage Mirant’s reputation and relationships with financial institutions; and~~ the ~~disposition~~heading ~~of the pending litigation described in Mirant’s Form 10-Q for the quarter ended June 30, 2010, filed with the~~ “SEC Filings.”

~~Mirant~~PARTICIPANTS ~~undertakes~~IN noTHE ~~obligation~~MERGER toSOLICITATION update publicly or revise any forward-looking statements to reflect events or circumstances that may arise. The foregoing review of factors that could cause Mirant’s actual results to differ materially from those contemplated in the forward looking statements included in this Current Report on Form 8-K should be considered in connection with information regarding risks and uncertainties that may affect Mirant’s future results included in Mirant’s filings with the SEC at www.sec.gov.

~~Additional~~RRI Energy, Mirant, and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from RRI Energy and Mirant shareholders in favor of the merger and related matters. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of RRI Energy and ~~Where~~Mirant shareholders Toin ~~Find~~connection Itwith the proposed merger is contained in the joint proxy statement/prospectus. You can find information about RRI Energy’s executive officers and directors in its definitive proxy statement filed with the SEC on April 1, 2010. You can find information about Mirant’s executive officers and directors in its definitive proxy statement filed with the SEC on March 26, 2010 and supplemented on April 28, 2010. Additional information about RRI Energy’s executive officers and directors and Mirant’s executive officers and directors can be found in the above-referenced registration statement on Form S-4. You can obtain free copies of these documents from RRI Energy and Mirant as described above.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the Merger, RRI Energy filed with the SEC a registration statement on Form S-4 that includes a joint proxy statement of RRI Energy and Mirant that also constitutes a prospectus of RRI Energy. The registration statement was declared effective by the SEC on September 13, 2010. RRI Energy and Mirant urge investors and shareholders to read the registration statement, and any other relevant documents filed with the SEC, including the joint proxy statement/prospectus that is a part of the registration statement, because they contain or will contain important information. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). You may also obtain these documents, free of charge, from RRI Energy’s website (www.rrienergy.com) under the tab “Investor Relations” and then under the heading “Company Filings.” You may also obtain these documents, free of charge, from Mirant’s website (www.mirant.com) under the tab “Investor Relations” and then under the heading “SEC Filings.”

Participants in The Merger Solicitation

RRI Energy, Mirant, and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from RRI Energy and Mirant shareholders in favor of the merger and related matters. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of RRI Energy and Mirant shareholders in connection with the Merger is contained in the joint proxy statement/prospectus. You can find information about RRI Energy’s executive officers and directors in its definitive proxy statement filed with the SEC on April 1, 2010. You can find information about Mirant’s executive officers and directors in its definitive proxy statement filed with the SEC on March 26, 2010 and supplemented on April 28, 2010. Additional information about RRI Energy’s executive officers and directors and Mirant’s executive officers and directors can be found in the above-referenced registration statement on Form S-4. You can obtain free copies of these documents from RRI Energy and Mirant as described above.

SIGNATURES

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

Date: October 812, 2010

Mirant Corporation

/s/ Angela M. Nagy

Angela M. Nagy

Vice President and Controller

(Principal Accounting Officer)

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