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Talen Energy Supply, LLC Announces Results of Early Tenders and Consents and Extension of Early Consent Payment in Exchange Offer and Consent Solicitation

ALLENTOWN, Pa. and THE WOODLANDS, Texas, July 18, 2017 /PRNewswire/ -- Talen Energy Supply, LLC (the "Company" or "Talen Energy Supply") announced today that, as of 5:00 p.m., New York City time, on July 17, 2017, the principal amounts of its 4.60% unguaranteed notes (the "Existing 2021 Unguaranteed Notes") listed in the table below had been validly tendered and not validly withdrawn (and related consents validly delivered and not validly withdrawn) in connection with the Company's previously announced offer to exchange (the "Exchange Offer") any and all outstanding Existing 2021 Unguaranteed Notes for up to $703,415,000 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, and the related solicitation of consents (the "Consent Solicitation") to adopt proposed amendments to the indenture governing the Existing 2021 Unguaranteed Notes. The Company will execute a supplemental indenture with the trustee for the Existing 2021 Unsecured Notes that contains the proposed amendments if the consent of holders of a majority in outstanding principal amount of such notes is received in the Consent Solicitation, which amendments would become effective upon the settlement of the Exchange Offer. Withdrawal rights for the Existing 2021 Unsecured Notes expired at 5:00 p.m., New York City time, on July 17, 2017.

Talen Energy Logo (PRNewsfoto/Susquehanna Nuclear LLC)

In addition, the Company announced today that is has amended the consideration payable in the Exchange Offer such that all holders of the Existing 2021 Unguaranteed Notes who validly tender such notes at or prior to 5:00 p.m., New York City time, on August 1, 2017 will receive the Total Exchange Consideration set forth in the table below (which includes the Early Consent Payment set forth in the table below).

Title/CUSIP
Number of
Existing
Unguaranteed
2021 Notes to
be Exchanged

Aggregate
Principal
Amount
Outstanding

Existing Unguaranteed
2021 Notes Tendered at
Early Consent Date

Exchange
Consideration(1)

Early
Consent
Payment(1)

Total
Consideration(1)(2)

 

 

Principal
Amount

 

 

 

Percentage

4.600%
Senior
Unguaranteed
Notes due
2021 /
69352JAN7

$703,415,000

$91,120,000

12.95 %

$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

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"). The Exchange Offer and Consent Solicitation will expire at 5:00 p.m., New York City time, on August 1, 2017, unless extended.

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. 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.

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

SOURCE Talen Energy Supply, LLC