Talen Energy Supply, LLC Announces Commencement of Exchange Offer

ALLENTOWN, Pa. and THE WOODLANDS, Texas, Sept. 7, 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 $605,359,000 aggregate principal amount of 7.00% Senior Guaranteed Notes due 2027 issued by the Company (the "New 2027 Guaranteed Notes") which will be guaranteed, on a senior unsecured basis, by certain subsidiaries of the Company. The Exchange Offer is being made to all holders of the Existing 2021 Unguaranteed Notes, including retail investors.

Talen Energy Logo (PRNewsfoto/Susquehanna Nuclear LLC)

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

Title/CUSIP Number of
Existing 2021
Unguaranteed Notes

Maturity Date

Aggregate Principal
Amount Outstanding

Exchange Consideration(1)

4.600% Senior
Unguaranteed Notes due
2021 / 69352JAN7

December 15, 2021


$1,000 principal amount of
New 2027 Guaranteed Notes

(1) For each $1,000 principal amount of Existing 2021 Unguaranteed Notes accepted for exchange


The Exchange Offer is 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 is being made pursuant to the terms and subject to the conditions set forth in the Offering Memorandum dated September 7, 2017 (the "Offering Memorandum"). Holders who validly tender their Existing 2021 Unguaranteed Notes at or prior to 5:00 p.m., New York city time, on October 5, 2017, unless extended (the "Expiration Date"), will 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.

The complete terms and conditions of the Exchange Offer 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, at (866)-794-2200 (U.S. toll-free) or (212)-430-3774 (banks and brokers).

Citigroup Global Markets Inc. is acting as lead financial advisor to the Company and will be available to answer factual inquiries concerning the Exchange Offer.

The Company is making the Exchange Offer in reliance on the exemption from the registration requirements of the Securities Act of 1933 (the "Securities Act") afforded by Section 3(a)(9) thereof. As such, the New 2027 Guaranteed Notes have not been and will not be registered under the Securities Act. The New 2027 Guaranteed Notes, like the Existing 2021 Unguaranteed Notes, may be offered for resale, resold and otherwise transferred by any holder thereof who is not an affiliate of the Company's without compliance with the registration requirements of the Securities Act.

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 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 is 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 thereby 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.

Investor Contact:

Russell Clelland,
(610) 601-0130

SOURCE Talen Energy Supply, LLC