News Releases

Talen Energy Supply, LLC Announces Commencement of Exchange Offer and Consent Solicitation

ALLENTOWN, Pa. and THE WOODLANDS, Texas, July 3, 2017 /PRNewswire/ -- Talen Energy Supply, LLC (the "Company" or "Talen Energy Supply") announced today that it has commenced an offer to exchange (the "Exchange Offer") any and all outstanding 4.60% unguaranteed notes issued by the Company as set forth in the table below (the "Existing 2021 Unguaranteed Notes") for up to $703,000,000 aggregate principal amount of 6.50% Senior Notes due 2024 issued by the Company (the "New 2024 Guaranteed Notes") which will be guaranteed, on a senior unsecured basis, by certain subsidiaries of the Company.

The following table sets forth certain terms of the Exchange Offer:

Title/CUSIP
Number of
Existing
Unguaranteed
2021 Notes


Maturity Date


Aggregate
Principal
Amount
Outstanding


Exchange
Consideration(1)


Early Consent
Payment(1)


Total
Consideration(1)(2)

4.600% Senior
Unguaranteed
Notes due 2021
/ 69352JAN7


December 15,
2021


$703,000,000


$950 principal
amount of New
2024
Guaranteed
Notes


$50 principal
amount of New
2024
Guaranteed
Notes


$1,000 principal
amount of New
2024 Guaranteed
Notes

(1) For each $1,000 principal amount of Existing Unguaranteed 2021 Notes accepted for exchange
(2) Includes Early Consent Premium

In conjunction with the Exchange Offer, the Company is concurrently soliciting consents (the "Consent Solicitation") to adopt proposed amendments to the indenture governing the Existing Unguaranteed 2021 Notes to eliminate certain restrictive covenants. The Exchange Offer and Consent Solicitation are subject to the satisfaction of the conditions described in the Offering Memorandum (as described below), which conditions may be waived by the Company in its sole discretion, subject to applicable law. Any waiver of a condition by the Company will not constitute a waiver of any other condition.

The Exchange Offer and Consent Solicitation are being made pursuant to the terms and subject to the conditions set forth in the Offering Memorandum dated July 3, 2017 (the "Offering Memorandum"). Holders who validly tender their Existing Unguaranteed 2021 Notes at or prior to 5:00 p.m., New York city time, on July 17, 2017, unless extended (the "Early Consent Date"), will be eligible to receive the Total Consideration as set forth in the table above, which includes the Early Consent Payment as set forth in the table, for all such Existing 2021 Unguaranteed Notes accepted. For each $1,000 principal amount of Existing 2021 Unguaranteed Notes validly tendered after the Early Consent Date but prior to 5:00 p.m., New York City time, on August 1, 2017, unless extended (the "Expiration Date"), holders of Existing Unguaranteed 2021 Notes will not be eligible to receive the Early Consent Payment and, accordingly, will only be eligible to receive the Exchange Consideration as set forth in the table above on the settlement date. The settlement date is expected to occur promptly after the Expiration Date, subject to the satisfaction or waiver of the applicable conditions.

Documents relating to the Exchange Offer and Consent Solicitation will only be distributed to eligible holders of Existing Unguaranteed 2021 Notes who complete and return an eligibility form confirming that they are either a "qualified institutional buyer" under Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), or not a "U.S. person" and outside the United States under Regulation S of the Securities Act. The complete terms and conditions of the Exchange Offer and Consent Solicitation are described in the Offering Memorandum and related letter of transmittal, copies of which may be obtained by contacting Global Bondholder Services Corporation, the exchange agent and information agent in connection with the Exchange Offer and Consent Solicitation, at (866)-794-2200 (U.S. toll-free) or (212)-430-3774 (banks and brokers). The eligibility form is available electronically at: http://gbsc-usa.com/eligibility/talenenergy.

The New 2024 Guaranteed Notes have not been registered under the Securities Act, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Exchange Offer and Consent Solicitation are being made solely pursuant to the Offering Memorandum and letter of transmittal and only to such persons and in such jurisdictions as are permitted under applicable law.

About Talen Energy Supply

Talen Energy Supply is one of the largest competitive energy and power generation companies in North America. Talen Energy Supply produces and sells electricity, capacity and ancillary services from its fleet of power plants totaling approximately 16,000 MW (summer rating) of generating capacity as of December 31, 2016. Talen Energy Supply's portfolio of generation assets is principally located in the Northeast, Mid-Atlantic and Southwest regions of the United States. Talen Energy Supply is an indirect wholly owned subsidiary of Talen Energy Corporation.

Forward-Looking Information

This press release contains forward-looking statements within the meaning of the federal securities laws. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. These risks include, but are not limited to, the Company's ability to complete the Exchange Offer and Consent Solicitation and thereby reduce its outstanding indebtedness and affect the proposed amendments. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. The forward-looking statements in this press release are made as of the date hereof, and the Company does not undertake any obligation to update the forward-looking statements as a result of new information, future events or otherwise.

Investor Contact:
Andy Ludwig,
Director, Investor Relations
(610) 601-0185
Andy.ludwig@talenenergy.com
www.talenenergy.com

SOURCE Talen Energy Supply, LLC