ALLENTOWN, Pa. and THE WOODLANDS, Texas, Oct. 5, 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 October 5, 2017, the principal amount of its 4.600% 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notes (the "Existing 2021 Unguaranteed Notes") listed in the table below had been validly tendered and not validly withdrawn in connection with the Company's previously announced offer to exchange (the "Exchange Offer") any and all outstanding Existing 2021 Unguaranteed Notes for up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 $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 and Consent Solicitation expired at 5:00 p.m., New York City time, on October 5, 2017 (the "Expiration Date").
|
Title/CUSIP Number of |
Aggregate Principal |
Existing 2021 Unguaranteed Notes Tendered |
|
|
Principal Amount |
Percentage |
||
|
4.600% Senior |
$605,359,000 |
$29,358,000 |
4.85% |
The settlement date is expected to be October 11, 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Date, the Company expects to accept all of the Existing 2021 Unguaranteed Notes validly tendered and not validly withdrawn at or prior to the Expiration Date and expects to issue $29,358,000 aggregate principal amount of New 2027 Guaranteed Notes in exchange for the accepted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 exchange consideration of $1,000 principal amount of New 2027 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 Exchange Offer was made pursuant to the terms and subject to the conditions set forth in the Offering Memorandum dated September 7, 2017 (the "Offering Memorandum"), and was made 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 was 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,
Treasurer
(610) 601-0130
Russell.Clelland@talenenergy.com
www.talenenergy.com
SOURCE Talen Energy Supply, LLC