THE WOODLANDS, Texas, May 21, 2019 /PRNewswire/ -- Talen Energy Supply, LLC (the "Company" or "Talen Energy Supply") today announced the early tender results for its previously announced tender offers to purchase for cash up to an aggregate purchase price of $525,000,000 (excluding accrued and unpaid interest, the "Aggregate Maximum Tender Amount") of its 4.600% Senior Notes due 2021 (the "2021 Notes"), 9.500% Senior Notes due 2022 (the "2022 Notes") and 6.500% Senior Guaranteed Notes due 2024 (the "2024 Notes" and, together with the 2021 Notes and the 2022 Notes, the "Securities") and solicitations of consents related to the Securities (the "Tender Offers and Consent Solicitations").
As of the previously announced consent date and time of 5:00 p.m., New York City time, on May 20, 2019 (the "Consent Date"), according to information provided by Global Bondholder Services Corporation, the tender agent for the Tender Offers and Consent Solicitations, a total of $28,997,000 aggregate principal amount of the outstanding aggregate principal amount of the 2021 Notes, $376,088,000 aggregate principal amount or approximately 95.77% of the outstanding aggregate principal amount of the 2022 Notes and $59,107,000 aggregate principal amount or approximately 70.94% of the outstanding aggregate principal amount of the 2024 Notes, had been validly tendered and not validly withdrawn and related consents validly delivered and not validly revoked in the Tender Offers and Consent Solicitations. In conjunction with receiving the requisite consents for the 2022 Notes and the 2024 Notes, a supplemental indenture with respect to each such series of Securities (together, the "Supplemental Indentures") to effect the applicable proposed amendments described in the Offer to Purchase and Consent Solicitation Statement, dated May 7, 2019 (the "Offer to Purchase") has been executed.
The Company has accepted for purchase all of the Securities that were validly tendered and not validly withdrawn by the Consent Date. Withdrawal rights for the Securities expired at 5:00 p.m., New York City time, on May 20, 2019. The table below sets forth the aggregate principal amount of the Securities that were validly tendered and not validly withdrawn by the Consent Date that will be accepted for purchase by the Company.
4.600% Senior Notes due 2021
9.500% Senior Notes due 2022
6.500% Senior Guaranteed Notes due 2024
(1) Per $1,000 principal amount of Securities validly tendered and accepted for purchase
(2) Includes Consent Payment of $50.00 per $1,000 principal amount of Securities validly tendered and accepted for purchase
The "Total Consideration" for the Securities validly tendered and accepted for purchase pursuant to the Tender Offers and Consent Solicitations are the amounts shown in the table above. Holders of the Securities validly tendered and not validly withdrawn at or prior to the Consent Date are eligible to receive the Total Consideration for any such Securities accepted for purchase. Holders will also receive accrued and unpaid interest on the Securities 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 Securities, which date is anticipated to be May 21, 2019.
As previously announced, the Tender Offers and Consent Solicitations will expire at 11:59 p.m., New York City time, on June 4, 2019, unless extended or earlier terminated. The Tender Offers and Consent Solicitations are subject to the satisfaction of the conditions described in the Offer to Purchase. Such 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.
Information Relating to the Tender Offers and Consent Solicitations
Credit Suisse Securities (USA) LLC is the Dealer Manager and Solicitation Agent for the Tender Offers and Consent Solicitations. Investors with questions regarding the Tender Offers and Consent Solicitations may contact Credit Suisse Securities (USA) LLC at (212) 325-2476 (New York) or (800) 820-1653 (U.S. toll free). Global Bondholder Services Corporation is the Tender Agent for the Tender Offers and Consent Solicitations. Copies of the Offer to Purchase and any related offer documents may be obtained by contacting Global Bondholder Services Corporation by phone at (212) 430-3774 (New York) or (866) 794- 2200 (toll-free) or by email at email@example.com.
None of the Company, its direct parent company, Talen Energy Corporation, or its affiliates, their respective boards of directors, shareholders and members, the Dealer Manager and Solicitation Agent, the Tender Agent or the Bank of New York Mellon, as trustee with respect to the Securities, is making any recommendation as to whether Holders should tender any Securities and deliver related consents in response to the Tender Offers and Consent Solicitations. 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 a solicitation of an offer to sell, any of the Securities or the Company's new senior secured notes or a solicitation of consents, and the Tender Offers and Consent Solicitations do not constitute offers to buy or the solicitation of offers to sell Securities or the Company's new senior secured notes or the solicitation of consents in any jurisdiction or in any circumstances in which such offers or solicitations are unlawful. The full details of the Tender Offers and Consent Solicitations, 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 because it will contain important 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 any of the Tender Offers and Consent Solicitations 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 Supply
Talen Energy Supply is one of the largest competitive energy and power generation companies in North America. The Company owns or controls approximately 15,000 megawatts of generating capacity in well-developed, structured wholesale power markets, principally in the Northeast, Mid-Atlantic and Southwest regions of the United States.
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