Talen Energy Supply Announces Successful Completion of Consent Solicitation for Amendments to 8.625% Senior Secured Notes Due 2030
January 13 2025 - 4:15PM
Talen Energy Corporation (NASDAQ: TLN) announced today that its
wholly owned subsidiary, Talen Energy Supply, LLC (“Talen” or the
“Company”), received the requisite consents in its previously
announced solicitation of consents (the “Consents”) from holders of
its 8.625% Senior Secured Notes due 2030 (the “Notes”) with respect
to the adoption of certain proposed amendments (the “Proposed
Amendments”) to the Indenture, dated as of May 12, 2023 (as
amended, supplemented or otherwise modified prior to the date
hereof, the “Indenture”), among Talen, the guarantors party thereto
and Wilmington Savings Fund Society, FSB, as trustee.
Talen sought the Proposed Amendments in order to
(i) modify certain provisions, including certain covenants and
related definitions, in the Indenture in order to substantially
conform to the corresponding provisions set forth in the Company’s
credit agreement dated May 17, 2023 (as amended, supplemented or
otherwise modified prior to the date hereof) and (ii) waive Talen's
right to optionally redeem up to 10.0% of the Notes prior to June
1, 2025 at a price equal to 103.000% of the aggregate principal
amount of Notes to be redeemed.
The consent solicitation for the Notes (the
“Consent Solicitation”) was made solely on the terms and subject to
the conditions set forth in the consent solicitation statement
dated January 6, 2025 (the “Consent Solicitation Statement”). The
Consent Solicitation expired at 5:00 p.m. (New York City time) on
January 13, 2025 (the “Expiration Time”). The Consents received in
the Consent Solicitation were sufficient to effect the Proposed
Amendments to the indenture governing the Notes.
Accordingly, the Company has entered into the
fourth supplemental indenture to the Indenture (the “Fourth
Supplemental Indenture”) to effect the Proposed Amendments. The
Proposed Amendments will become operative upon the payment of the
consent fee to the holders of the Notes who validly delivered
Consents, which the Company expects to pay on January 14, 2025.
RBC Capital Markets, LLC acted as lead
solicitation agent and Citigroup Global Markets Inc. acted as a
solicitation agent in connection with the Consent Solicitation.
Any questions or requests for assistance may be
directed to the Information Agent at its telephone numbers or
e-mail address set forth below.
The Lead Solicitation Agent for the Consent
Solicitation is:
RBC Capital Markets, LLC Toll-Free: (877)
381-2099 Collect: (212) 618-7843E-mail:
liability.management@rbccm.com
The Information Agent for the Consent
Solicitation is:
D.F. King & Co., Inc. Banks and Brokers
call: (212) 269-5550 (collect) All others call toll-free: (800)
769-4414 E-mail: TLNE@dfking.com
THIS PRESS RELEASE IS NEITHER AN OFFER TO SELL
NOR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY. THIS
ANNOUNCEMENT IS ALSO NOT A SOLICITATION OF CONSENTS TO ANY PROPOSED
AMENDMENTS.
About Talen Talen Energy
(NASDAQ: TLN) is a leading independent power producer and energy
infrastructure company dedicated to powering the future. We own and
operate approximately 10.7 gigawatts of power infrastructure in the
United States, including 2.2 gigawatts of nuclear power and a
significant dispatchable fossil fleet. We produce and sell
electricity, capacity, and ancillary services into wholesale U.S.
power markets, with our generation fleet principally located in the
Mid-Atlantic and Montana. Our team is committed to generating power
safely and reliably, delivering the most value per megawatt
produced and driving the energy transition. Talen is also powering
the digital infrastructure revolution. We are well-positioned to
capture this significant growth opportunity, as data centers
serving artificial intelligence increasingly demand more reliable,
clean power. Talen is headquartered in Houston, Texas.
Investor Relations: Ellen Liu
Senior Director, Investor Relations
InvestorRelations@talenenergy.com
Media: Taryne Williams
Director, Corporate Communications
Taryne.Williams@talenenergy.com
Forward-Looking Statements This
communication contains forward-looking statements within the
meaning of the federal securities laws, which statements are
subject to substantial risks and uncertainties. These
forward-looking statements are intended to qualify for the safe
harbor from liability established by the Private Securities
Litigation Reform Act of 1995. All statements other than statements
of historical fact included in this communication, or incorporated
by reference into this communication, are forward-looking
statements. Throughout this communication, we have attempted to
identify forward-looking statements by using words such as
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“forecasts,” “goal,” “intend,” “may,” “plan,” “potential,”
“predict,” “project,” “seek,” “should,” “will,” or other forms of
these words or similar words or expressions or the negative
thereof, although not all forward-looking statements contain these
terms. Forward-looking statements address future events and
conditions concerning, among other things, capital expenditures,
earnings, litigation, regulatory matters, hedging, liquidity and
capital resources and accounting matters. Forward-looking
statements are subject to substantial risks and uncertainties that
could cause our future business, financial condition, results of
operations or performance to differ materially from our historical
results or those expressed or implied in any forward-looking
statement contained in this communication. All of our
forward-looking statements include assumptions underlying or
relating to such statements that may cause actual results to differ
materially from expectations, and are subject to numerous factors
that present considerable risks and uncertainties.
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