ALLENTOWN, Pa., Oct. 6, 2016 /PRNewswire/ -- Talen Energy
Corporation (NYSE: TLN) ("Talen Energy" or "the Company") announced
today the results of a special meeting of stockholders held to,
among other things, approve a proposed merger of the Company with
and into an affiliate of Riverstone Holdings LLC ("Riverstone"), a
private investment firm, for cash consideration of $14.00 per share of Talen Energy common
stock.
Stockholders approved all proposals put forward at the meeting.
The required vote of a majority of Talen Energy stockholders not
affiliated with Riverstone was obtained, satisfying a condition
under the merger agreement.
Results of stockholder voting will be filed with the Securities
and Exchange Commission by Oct. 13,
2016.
The signing of the merger agreement was announced on
June 3, 2016. The parties have been
granted early termination of the applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act and received an
order from the New York Public Service Commission on Sept. 19, 2016 approving the transaction as it
applies to Talen Energy's ownership and operation of the
Athens power plant.
Applications to approve the transaction remain pending before
the Federal Energy Regulatory Commission and the Nuclear Regulatory
Commission.
The transaction remains on schedule to close by the end of 2016,
subject to receipt of required regulatory approvals and
satisfaction of other customary closing conditions.
About Talen Energy
Talen Energy is one of the largest
competitive energy and power generation companies in North America. The company owns or controls
16,000 megawatts of generating capacity in well-developed,
structured wholesale power markets, principally in the Northeast,
Mid-Atlantic and Southwest regions of the
United States. For more information, visit
www.talenenergy.com.
About Riverstone
Riverstone is an energy and
power-focused private investment firm founded in 2000 by
David M. Leuschen and Pierre F. Lapeyre, Jr. with approximately
$34 billion of equity capital raised.
Riverstone conducts buyout and growth capital investments in the
exploration & production, midstream, oilfield services, power
and renewable sectors of the energy industry. With offices in
New York, London, Houston and Mexico
City, the firm has committed approximately $30 billion to more than 120 investments in
North America, Latin America, Europe, Africa and Asia. Visit www.riverstonellc.com for more
information.
Forward-Looking Information
Statements contained in this news release are
"forward-looking statements" within the meaning of the federal
securities laws. These statements often include such words as
"believe," "expect," "anticipate," "intend," "plan," "estimate,"
"target," "project," "forecast," "seek," "will," "may," "should,"
"could," "would" or similar expressions. Although Talen Energy and
its subsidiaries believe that the expectations and assumptions
reflected in these forward-looking statements are reasonable, these
statements are subject to a number of risks and uncertainties, and
actual results may differ materially from the results discussed in
the statements. Among the important factors that could cause actual
results to differ materially from the forward-looking statements
are: failure to complete the Merger as a result of the failure to
obtain necessary regulatory approvals or otherwise; the payment by
Talen Energy of a termination fee if the Merger Agreement is
terminated in certain circumstances; the loss of key customers and
suppliers resulting from any uncertainties associated with the
Merger; the negative impact on the Talen Energy's business and the
market price for Talen Energy's common stock should the Merger not
be consummated; ability to secure final approval of the Colstrip
settlement agreement from the federal court; adverse economic
conditions; changes in commodity prices and related costs; the
effectiveness of Talen Energy's risk management techniques,
including hedging; accounting interpretations and requirements that
may impact reported results; operational, price and credit risks in
the wholesale and retail electricity markets; Talen Energy's
ability to forecast the actual load needed to perform
full-requirements sales contracts; weather conditions affecting
generation, customer energy use and operating costs and revenues;
disruptions in fuel supply; circumstances that may impact the
levels of coal inventory that are held; the performance of
transmission facilities and any changes in the structure and
operation of, or the pricing limitations imposed by, the RTOs and
ISOs that operate those facilities; blackouts due to disruptions in
neighboring interconnected systems; competition; federal and state
legislation and regulation; costs of complying with environmental
and related worker health and safety laws and regulations; the
impacts of climate change; the availability and cost of emission
allowances; changes in legislative and regulatory policy; security
and safety risks associated with nuclear generation; Talen Energy's
level of indebtedness; the terms and conditions of debt instruments
that may restrict Talen Energy's ability to operate its business;
the performance of Talen Energy's subsidiaries and affiliates, on
which its cash flow and ability to meet its debt obligations
largely depend; the risks inherent with variable rate indebtedness;
disruption in financial markets; Talen Energy's ability to access
capital markets; acquisition or divestiture activities, and Talen
Energy's ability to realize expected synergies and other benefits
from such business transactions, including in connection with the
completed MACH Gen acquisition; changes in technology; any failure
of Talen Energy's facilities to operate as planned, including in
connection with scheduled and unscheduled outages; Talen Energy's
ability to optimize its competitive power generation operations and
the costs associated with any capital expenditures, including the
Brunner Island and Montour
dual-fuel projects; significant increases in operation and
maintenance expenses; the loss of key personnel, the ability to
hire and retain qualified employees and the impact of collective
labor bargaining negotiations; war, armed conflicts or terrorist
attacks, including cyber-based attacks; risks associated with
federal and state tax laws and regulations; any determination that
the transaction that formed Talen Energy does not qualify as a
tax-free distribution under the Internal Revenue Code; Talen
Energy's ability to successfully integrate the RJS Power businesses
and to achieve anticipated synergies and cost savings as a result
of the spinoff transaction and combination with RJS Power; costs of
complying with reporting requirements as a newly public company and
any related risks of deficiencies in disclosure controls and
internal control over financial reporting as a standalone entity;
and the ability of affiliates of Riverstone to exercise influence
over matters requiring Board of Directors and/or stockholder
approval. Any such forward-looking statements should be considered
in light of such important factors and in conjunction with Talen
Energy's Form 10-K for the year ended December 31, 2015, Form 10-Q for the quarters
ended March 31, 2016 and June 30, 2016, and its other reports on file with
the SEC.
Contacts:
Media Relations, George Lewis,
610-774-4687
Investor Relations, Andy Ludwig,
610-774-3389
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SOURCE Talen Energy
