Talen Energy Supply, LLC Announces Early Tender Results



ALLENTOWN, Pa., April 13, 2017 /PRNewswire/ -- Talen Energy Supply, LLC (the "Company" or "Talen Energy Supply") today announced the early tender results for its previously announced tender offers (the "Tender Offers") to purchase for cash up to a maximum aggregate principal amount of $900,000,000 (the "Aggregate Maximum Tender Amount") of its 4.625% Senior Notes due 2019 (the "2019 Notes"), its 6.500% Senior Notes due 2018 (the "2018 Notes") and its 4.600% Senior Notes due 2021 (the "2021 Notes" and, together with the 2019 Notes and the 2018 Notes, the "Securities"). The Tender Offers were made pursuant to the terms and conditions set forth in the offer to purchase, dated March 30, 2017 (the "Offer to Purchase").

As of the previously announced early tender date and time of 5:00 p.m., New York City time, on April 12, 2017 (the "Early Tender Date"), according to information provided by D.F. King & Co., Inc., the tender agent for the Tender Offers, a total of $1,093,092,000 aggregate principal amount of the 2019 Notes, $330,695,000 aggregate principal amount of the 2018 Notes and $309,765,000 aggregate principal amount of the 2021 Notes had been validly tendered and not validly withdrawn in the Tender Offers. Since the aggregate principal amount of the 2019 Notes validly tendered and not validly withdrawn would exceed the Aggregate Maximum Tender Amount, the Company will not accept for purchase any 2018 Notes or 2021 Notes that have been tendered. Rather, the Company will prorate the 2019 Notes accepted for purchase using a proration factor of approximately 82.4%. Withdrawal rights for the Securities expired at 5:00 p.m., New York City time, on April 12, 2017. The table below sets forth the aggregate principal amount of the Securities that were validly tendered and not validly withdrawn by the Early Tender Date that will be accepted for purchase by the Company.


Title of

CUSIP Number

Principal Amount Outstanding

Acceptance Priority Level

Total Consideration (1)(2)

Principal Amount Tendered at Early Tender Date

Principal Amount Accepted at Early Tender Date

4.625%(1) Senior
Notes due 2019









6.500% Senior
Notes due 2018








4.600% Senior
Notes due 2021










(1)   Per $1,000 principal amount of Securities validly tendered and accepted for purchase

(2)   Includes Early Tender Payment of $30 per $1,000 principal amount of Securities.

(3)   Securities from such series will not be accepted for purchase by the Company.

The "Total Consideration" for the 2019 Notes validly tendered and accepted for purchase pursuant to the Tender Offers is the amount shown in the table above with respect to the 2019 Notes. Holders of the 2019 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date are eligible to receive the Total Consideration for any such 2019 Notes accepted for purchase. Holders will also receive accrued and unpaid interest on the 2019 Notes validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the date the Company makes payment for such 2019 Notes, which date is anticipated to be April 13, 2017.

The Tender Offers will expire at 11:59 p.m., New York City time, on April 27, 2017, unless extended or earlier terminated. Because the Tender Offers have been fully subscribed as of the Early Tender Date, holders who tender Securities after the Early Tender Date will not have any of their Securities accepted for purchase. Any Securities tendered after the Early Tender Date, together with all Securities (other than the 2019 Notes) tendered at or prior to the Early Tender Date, will be returned to the holders thereof as described in the Offer to Purchase.

Information Relating to the Tender Offers

Morgan Stanley & Co LLC and Credit Suisse Securities (USA) LLC are the Joint Lead Dealer Managers for the Tender Offers and the Co-Dealer Managers are BNP Paribas Securities Corp., Deutsche Bank Securities Inc., Goldman, Sachs & Co, MUFG Securities Americas Inc., RBC Capital Markets, Riverstone Capital Services and UBS Securities LLC. Investors with questions regarding the Tender Offers may contact Morgan Stanley & Co LLC at (800) 624-1808 (toll-free) or (212) 761-1057 (collect) or Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free) or (212) 325-2476 (collect). D.F. King & Co., Inc. is the tender agent for the Tender Offers and can be contacted at (888) 414-5566 (toll-free) or (212) 269-5550 (collect) or email talen@dfking.com.

None of the Company, its sole member, their indirect parent company, Talen Energy Corporation, or its affiliates, their respective boards of directors, shareholders and members, the dealer managers, the tender agent or the trustee with respect to any series of Securities is making any recommendation as to whether holders should tender any Securities in response to any of the Tender Offers. Holders must make their own decision as to whether to tender any of their Securities, and, if so, the principal amount of Securities to tender.

This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Securities and the Tender Offers do not constitute offers to buy or the solicitation of offers to sell Securities in any jurisdiction or in any circumstances in which such offers or solicitations are unlawful. The full details of the Tender Offers, including complete instructions on how to tender Securities, are included in the Tender Offer Documents. Holders are strongly encouraged to read carefully the Tender Offer Documents, including materials incorporated by reference therein, because they will contain important information.

Forward-Looking Statements

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 any of the Tender Offers and reduce its outstanding indebtedness. 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.

About Talen Energy

Talen Energy is one of the largest competitive energy and power generation companies in North America. Talen Energy 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'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.

Investor Contacts

Andy Ludwig
Director, Investor Relations


SOURCE Talen Energy Supply, LLC