How much debt did Talen Energy Supply raise and on what terms?

TES raised $2.69 billion in total: $1.40 billion of 6.250% senior notes maturing February 1, 2034 and $1.29 billion of 6.500% senior notes maturing February 1, 2036. Both series pay interest semi-annually on February 1 and August 1, beginning August 1, 2026, and are guaranteed by TES's wholly owned domestic subsidiaries that guarantee its credit facilities.

What assets is the debt funding?

The net proceeds, together with a new $1.2 billion senior secured term loan B, will fund the acquisitions of the Freedom Energy Center, a 1,045 MW natural gas combined cycle plant in Luzerne County, Pennsylvania, and the Guernsey Power Station, a 1,836 MW natural gas combined cycle plant in Guernsey County, Ohio.

What happens to the notes if the acquisitions fall through?

If one or both acquisitions are not completed by the Outside Date of July 17, 2026 (or January 17, 2027 if automatically extended), or if management determines they will not close or a purchase agreement is terminated, TES must redeem notes within 30 days. Redemption amounts are $625.0 million of 2034 Notes and $575.0 million of 2036 Notes for the Freedom Acquisition, $900.0 million of 2034 Notes and $790.0 million of 2036 Notes for the Guernsey Acquisition, or all outstanding Notes if both are affected, at 100% of issue price plus accrued interest.

What restrictions do the notes place on the company?

The notes contain customary negative covenants, including limits on the incurrence of liens, along with customary affirmative covenants, events of default and remedies including acceleration. They do not contain any financial covenants. TES may also redeem the notes at its option before maturity under the terms of the indentures.

Are the notes registered for public sale?

No. The notes were offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. They have not been and will not be registered under the Securities Act or state securities laws, so they may not be offered or sold in the United States except under an applicable exemption.

TLN 8-K: Material Agreements, Financial Events & More

01—Abstract

Summary

Summary of the 8-K filed October 27, 2025. Cited figures are marked; the original filing is the authoritative source.

On October 27, 2025, Talen Energy Supply, LLC (TES), a direct wholly owned subsidiary of Talen Energy Corporation (the Company), completed private offerings of $1.40 billion^a of 6.250% senior notes due 2034 and $1.29 billion of 6.500% senior notes due 2036, together totaling $2.69 billion.

The notes are guaranteed by TES's current and future wholly owned domestic subsidiaries that guarantee its credit facilities, carry customary negative covenants including limits on liens, and contain no financial covenants. Interest is payable semi-annually beginning August 1, 2026. The proceeds, together with a new $1.2 billion^b senior secured term loan B credit facility, are intended to fund the acquisitions of the Freedom Energy Center (1,045 MW natural gas combined cycle plant in Luzerne County, Pennsylvania) and the Guernsey Power Station (1,836 MW natural gas combined cycle plant in Guernsey County, Ohio).

Both acquisitions are being made under purchase agreements dated July 17, 2025 with affiliates of Caithness Energy, L.L.C. The notes include a special mandatory redemption feature.

If one or both acquisitions are not completed by the Outside Date of July 17, 2026 (extendable to January 17, 2027), or if a purchase agreement is terminated, TES must redeem within 30 days: $625.0 million^c of 2034 Notes and $575.0 million of 2036 Notes if the Freedom Acquisition is the triggering event, $900.0 million of 2034 Notes and $790.0 million of 2036 Notes if the Guernsey Acquisition is, or all outstanding Notes if both are. Redemption is at 100% of issue price plus accrued interest.

02—Key points

Key Highlights

TES completed $2.69 billion of senior notes offerings: $1.40 billion of 6.250% notes due February 1, 2034 and $1.29 billion of 6.500% notes due February 1, 2036.
Proceeds plus a new $1.2 billion senior secured term loan B will fund two Caithness acquisitions: Freedom Energy Center (1,045 MW, Pennsylvania) and Guernsey Power Station (1,836 MW, Ohio).
Both acquisitions are governed by purchase agreements dated July 17, 2025 with affiliates of Caithness Energy, L.L.C.
Special mandatory redemption applies if the acquisitions are not completed by the July 17, 2026 Outside Date (extendable to January 17, 2027) or if a purchase agreement terminates, with redemption at 100% of issue price plus accrued interest.
The notes carry customary negative covenants, including limits on liens, but no financial maintenance covenants.
The notes were sold in private offerings to qualified institutional buyers and non-U.S. persons and have not been registered under the Securities Act.
Exhibit 99.1 is a press release announcing the closing of the offerings, furnished under Item 7.01 and not deemed filed under the Exchange Act.

03—Questions

Frequently Asked Questions

How much debt did Talen Energy Supply raise and on what terms?
TES raised $2.69 billion in total: $1.40 billion of 6.250% senior notes maturing February 1, 2034 and $1.29 billion of 6.500% senior notes maturing February 1, 2036. Both series pay interest semi-annually on February 1 and August 1, beginning August 1, 2026, and are guaranteed by TES's wholly owned domestic subsidiaries that guarantee its credit facilities.
What assets is the debt funding?
The net proceeds, together with a new $1.2 billion senior secured term loan B, will fund the acquisitions of the Freedom Energy Center, a 1,045 MW natural gas combined cycle plant in Luzerne County, Pennsylvania, and the Guernsey Power Station, a 1,836 MW natural gas combined cycle plant in Guernsey County, Ohio.
What happens to the notes if the acquisitions fall through?
If one or both acquisitions are not completed by the Outside Date of July 17, 2026 (or January 17, 2027 if automatically extended), or if management determines they will not close or a purchase agreement is terminated, TES must redeem notes within 30 days. Redemption amounts are $625.0 million of 2034 Notes and $575.0 million of 2036 Notes for the Freedom Acquisition, $900.0 million of 2034 Notes and $790.0 million of 2036 Notes for the Guernsey Acquisition, or all outstanding Notes if both are affected, at 100% of issue price plus accrued interest.
What restrictions do the notes place on the company?
The notes contain customary negative covenants, including limits on the incurrence of liens, along with customary affirmative covenants, events of default and remedies including acceleration. They do not contain any financial covenants. TES may also redeem the notes at its option before maturity under the terms of the indentures.
Are the notes registered for public sale?
No. The notes were offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. They have not been and will not be registered under the Securities Act or state securities laws, so they may not be offered or sold in the United States except under an applicable exemption.

04—Continue

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