ALLENTOWN, Pa. and THE WOODLANDS, Texas, Aug. 2, 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 August 1, 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notes (the "Existing 2021 Unguaranteed Notes") listed in the table below had been validly tendered and not validly withdrawn in connection with the Company's previously announced offer to exchange (the "Exchange Offer") any and all outstanding Existing 2021 Unguaranteed Notes for up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 Exchange Offer and Consent Solicitation expired at 5:00 p.m., New York City time, on August 1, 2017 (the "Expiration Date").
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Title/CUSIP Number of |
Aggregate Principal Amount Outstanding |
Existing 2021 Unguaranteed Notes Tendered |
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Principal Amount |
Percentage |
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4.600% Senior Unguaranteed |
$703,415,000 |
$98,057,000 |
13.94 % |
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The settlement date is expected to be August 4, 2017 (the "Settlement Date"). On the Settlement Date, the Company expects to accept all of the Existing 2021 Unguaranteed Notes validly tendered and not validly withdrawn at or prior to the Expiration Date and expects to issue $98,057,000 aggregate principal amount of New 2024 Guaranteed Notes in exchange for the accepted Existing 2021 Unguaranteed Notes. Holders of notes subject to the Exchange Offer who validly tendered and did not validly withdraw their notes on or prior to the Expiration Date will receive the total consideration of $1,000 principal amount of New 2024 Guaranteed Notes for each $1,000 principal amount of Existing 2021 Unguaranteed Notes accepted for exchange plus accrued and unpaid interest on the principal amount of such notes up to, but not including, the Settlement Date. The Company did not receive the requisite consents to adopt the proposed amendments to the indenture governing the Existing 2021 Unguaranteed Notes at the Expiration Date.
The Exchange Offer and Consent Solicitation were made pursuant to the terms and subject to the conditions set forth in the Offering Memorandum dated July 3, 2017 (the "Offering Memorandum"), as supplemented by a press release dated July 18, 2017, amending the consideration payable in the Exchange Offer.
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 were 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