Talen Energy Supply, LLC Announces Removal of Cap in Tender Offer for its 4.625% Notes due 2019

THE WOODLANDS, Texas, Nov. 20, 2017 /PRNewswire/ -- Talen Energy Supply, LLC (the "Company" or "Talen Energy Supply") announced today that, with respect to its previously announced tender offer (the "Tender Offer") to purchase for cash its 4.625% Senior Notes due 2019 (the "Securities"), it has removed the $100,000,000 cap on the aggregate principal amount of the outstanding Securities that will be purchased, and has correspondingly increased the amount of the financing condition. The Company will now purchase, upon the terms and subject to the conditions described in the Offer to Purchase (as defined below), any and all Securities validly tendered and not validly withdrawn pursuant to the Tender Offer. Except as provided for in this release, all other terms and conditions of the Tender Offer remain unchanged as set forth in the offer to purchase dated November 20, 2017 (as it may be amended or supplemented, the "Offer to Purchase").

Talen Energy Logo (PRNewsfoto/Susquehanna Nuclear LLC)

This announcement does not contain the full terms and conditions of the Tender Offer, which are contained in the Offer to Purchase. The Company refers investors to the Offer to Purchase for the complete terms and conditions of the Tender Offer.

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

Dollars per $1,000 Principal
Amount of Securities

Title of Security



Tender Offer



4.625% Senior Notes due 2019

74966NAA4 /
U7501NAA3 /






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

(2) Includes Early Tender Payment

The Tender Offer will expire at 11:59 p.m., New York City time, on December 18, 2017 (such date and time, as it may be extended, the "Expiration Date"), unless earlier terminated.

The "Total Consideration" for each $1,000 principal amount of Securities validly tendered at or prior to 5:00 p.m., New York City time, on December 4, 2017 (such date and time, as it may be extended, the "Early Tender Date") and accepted for purchase pursuant to the Tender Offer will be the amount set forth in the table above, which is inclusive of an amount in cash equal to the amounts set forth in the table above under the heading "Early Tender Payment" (the "Early Tender Payment"). Holders of Securities who validly tender their Securities after the Early Tender Date but at or prior to the Expiration Date will be entitled to receive the tender offer consideration set forth in the table above, which is equal to the Total Consideration less the Early Tender Payment (the "Tender Offer Consideration").

Tendered Securities may be withdrawn from the Tender Offer at or prior to, but not after, 5:00 p.m., New York City time, on December 4, 2017 (such date and time, as it may be extended).

Talen Energy Supply will fund the Tender Offer with the net proceeds from one or more offerings of debt securities, together with cash on hand.

The Tender Offer is subject to the satisfaction or waiver of certain conditions, including a financing condition, specified in the Offer to Purchase 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 Tender Offer is not subject to a minimum tender condition. Following the completion of the Tender Offer, the Company or its affiliates may purchase additional Securities in the open market, in privately negotiated transactions, through tender or exchange offers, or otherwise, or the applicable issuer may redeem Securities that the issuer is permitted to redeem pursuant to their terms. The Company is not obligated to redeem any Securities that are not tendered and accepted in the Tender Offer.

Information Relating to the Tender Offer

The Offer to Purchase for all of the Securities is being distributed to holders beginning today. Citigroup Global Markets Inc. ("Citi"), Deutsche Bank Securities Inc. ("DB"), Morgan Stanley & Co. LLC ("Morgan Stanley") and SunTrust Robinson Humphrey, Inc. ("SunTrust") are the Joint Lead Dealer Managers for the Tender Offer. Investors with questions regarding the Tender Offer may contact Citi at (212) 723-6106 (New York) or (800) 558-3745 (U.S. toll free) or DB at (212) 250-7527 (collect) or (855) 287-1922 (U.S. toll free) or Morgan Stanley at (212) 761-1057 (collect) or (800) 624-1808 (U.S. toll free) or SunTrust at (404) 926-5262. Global Bondholder Services Corporation is the tender agent for the Tender Offer. Copies of the Offer to Purchase and any related offer documents may be obtained by contacting Global Bondholder Services Corporation at (866) 794-2200 (toll-free) or email contact@gbsc-usa.com.

None of the Company, its sole member, their indirect parent company, or their respective affiliates, boards of directors, shareholders and members, the dealer managers, the tender agent or the trustee with respect to the Securities is making any recommendation as to whether holders should tender their Securities in response to the Tender Offer. Holders must make their own decision as to whether to tender 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, the Securities and the Tender Offer does not constitute an offer to buy or the solicitation of an offer to sell the Securities in any jurisdiction or in any circumstances in which such offers or solicitations are unlawful. The full details of the Tender Offer, including complete instructions on how to tender Securities, are included in the Offer to Purchase. Holders are strongly encouraged to read carefully the Offer to Purchase and any related 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 the Tender 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.

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.

Investor Contact

Russell Clelland 

SOURCE Talen Energy Supply, LLC