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Talen Energy 8-K Report, Corporate Update (Jan 6, 2025)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed January 6, 2025
Period End
January 6, 2025
Security
TLN
In the record · 2016–202610-K310-Q118-K69

TLN filed 3 annual reports (10-K), 11 quarterly reports (10-Q) and 69 current reports (8-K) between 2016 and 2026.

  1. Change in control8-K · Dec ’16Dec ’16
  2. Leadership change8-K · Sep ’26Sep ’26

01—Abstract

Summary

Summary of the 8-K filed January 6, 2025. Cited figures are marked; the original filing is the authoritative source.

Talen Energy Supply, LLC, a direct subsidiary of Talen Energy Corporation, filed this Current Report on January 6, 2025 to disclose that it has commenced a consent solicitation from holders of its $1,200,000,000a aggregate principal amount of 8.625% Senior Secured Notes due 2030.

The solicitation seeks to adopt proposed amendments to the indenture dated May 12, 2023 (with Wilmington Savings Fund Society, FSB, as trustee) that would modify certain covenants and related definitions so they substantially conform to corresponding provisions in amendments to the issuer's credit agreement, as previously described in Company Current Reports on Form 8-K filed December 13, 2024 and December 20, 2024. The amendments would also waive the issuer's right to optionally redeem up to 10.0%b of the Notes before June 1, 2025 at a price of 103.000% of principal. Holders of record as of 5:00 p.m.

(New York City time) on January 3, 2025 who validly deliver consents before the expiration time are eligible to receive a cash payment of $6.25c per $1,000 principal amount of Notes, provided the supplemental indenture is executed and other conditions are satisfied or waived. The solicitation expires at 5:00 p.m. (New York City time) on January 13, 2025 unless extended, and consents may be revoked until the earlier of execution of the supplemental indenture and the expiration time.

Execution requires consents representing at least a majority of the aggregate principal amount of the Notes, excluding Notes held by the company or its affiliates. The company may terminate, extend, or amend the solicitation, and RBC Capital Markets, LLC is lead solicitation agent, with Citigroup Global Markets as solicitation agent.

The press release states that it is not a solicitation of consents and makes no recommendation as to whether holders should consent. Holders are referred to the separately dated Consent Solicitation Statement for full terms.

02—Key points

Key Highlights

  1. Talen Energy Supply, LLC is soliciting consents to amend the indenture governing its $1,200,000,000 8.625% Senior Secured Notes due 2030.
  2. Proposed amendments would modify certain covenants and related definitions to substantially conform to the corresponding provisions of the amended credit agreement.
  3. The amendments would waive the issuer's right to optionally redeem up to 10.0% of the Notes before June 1, 2025 at 103.000% of principal.
  4. Holders of record as of January 3, 2025 who validly consent by the expiration time would receive a cash payment of $6.25 per $1,000 principal amount of Notes, if the supplemental indenture is executed and conditions are met.
  5. The consent solicitation expires at 5:00 p.m. (New York City time) on January 13, 2025, unless extended, and consents are revocable until the earlier of execution of the supplemental indenture and the expiration time.
  6. Adoption requires Requisite Consents representing at least a majority of the aggregate principal amount of the Notes, excluding Notes held by the company or its affiliates.
  7. RBC Capital Markets, LLC is lead solicitation agent and Citigroup Global Markets is solicitation agent; D.F. King & Co., Inc. is information agent.

03—Questions

Frequently Asked Questions

  1. What is the company asking noteholders to approve?

    Talen Energy Supply, LLC is seeking consents to adopt proposed amendments to the indenture for its 8.625% Senior Secured Notes due 2030. The amendments would modify certain covenants and related definitions to substantially conform them to corresponding provisions in amendments to its credit agreement, and would waive the right to optionally redeem up to 10.0% of the Notes before June 1, 2025 at 103.000% of principal.

  2. How much would noteholders receive for consenting?

    If the supplemental indenture is executed and other terms are satisfied or waived, holders of record as of 5:00 p.m. (New York City time) on January 3, 2025 who validly deliver and do not revoke consents before the expiration time would receive a cash payment of $6.25 per $1,000 principal amount of Notes.

  3. When does the consent solicitation expire and can consents be revoked?

    The solicitation expires at 5:00 p.m. (New York City time) on January 13, 2025, unless extended. Holders may revoke consents at any time before the earlier of execution and delivery of the supplemental indenture, which may occur before the expiration time, and the expiration time.

  4. What approval threshold is required for the amendments?

    The company must receive Requisite Consents from holders representing at least a majority of the aggregate principal amount of the Notes, not including Notes owned by the company or its affiliates, to execute the supplemental indenture.

  5. Does the company recommend that holders consent?

    No. The press release states that it is not an offer to sell or a solicitation of an offer to buy any security, is not a solicitation of consents, and makes no recommendation as to whether holders should consent. Holders are referred to the Consent Solicitation Statement dated January 6, 2025 for detailed terms.

04—Continue

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