What did Talen Energy acquire and what did it pay?

Talen acquired all equity interests of affiliates of Energy Capital Partners owning the Lawrenceburg Power Plant (1,120 MW), Waterford Energy Center (875 MW) and Darby Generating Station (456 MW). The aggregate purchase price was $3.5 billion, comprised of $2.6 billion in cash and 2,399,998 shares of TEC common stock valued at $927 million at closing.

Why was this 8-K/A filed?

The amendment was filed to include the historical financial statements required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b) of Form 8-K. Other disclosures in the original June 15, 2026 report remain unchanged.

How did the pro forma results change Talen's reported losses?

The pro forma combined net loss attributable to stockholders was $(322) million for 2025, compared with Talen's adjusted historical net loss of $(146) million. For the six months ended June 30, 2026, the pro forma net loss was $(31) million versus a historical $(29) million. The pro forma figures are illustrative and not indicative of future results.

How was the cash portion of the acquisition financed?

In April 2026, TES issued $1.5 billion of 6.125% senior unsecured notes due 2031 and $2.5 billion of 6.375% senior unsecured notes due 2033 in private placements. Net proceeds funded the cash portion of the acquisition and redeemed TES's $1.2 billion of 8.625% senior secured notes due 2030, subject to a $54 million make-whole premium.

Is the purchase price allocation final?

No. Talen provisionally allocated the purchase price using information available at closing, with no goodwill or bargain purchase gain recognized. Adjustments may be made for up to one year from the closing date, and the final allocation may differ materially from the estimates in the pro forma information.

TLN 8-K SEC Disclosure — Aug 12, 2026

01—Abstract

Summary

Summary of the 8-K/A filed August 12, 2026. Cited figures are marked; the original filing is the authoritative source.

Talen Energy Corporation (TLN) filed this Form 8-K/A on August 12, 2026 to amend its June 15, 2026 Current Report on the closing of the Cornerstone Acquisition, a $3.5 billion^a transaction for three PJM gas-fired plants from Energy Capital Partners: the Lawrenceburg Power Plant, the Waterford Energy Center, and the Darby Generating Station.

The aggregate purchase price consisted of $2.6 billion^b in cash and 2,399,998 shares of TEC common stock, valued at $927 million at closing. This amendment supplies the required historical financial statements (audited Cornerstone Generation, LLC financials for 2025, unaudited Q1 2026 financials, and audited Gas Plant Business carve-out financials for January 1 to August 10, 2025) along with unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025 and the six months ended June 30, 2026. The pro forma statements show the combined company's net loss attributable to stockholders of $(322) million for 2025 and $(31) million for the six months ended June 30, 2026, compared with Talen's historical net losses of $(146) million and $(29) million for the same periods.

Pro forma operating revenues were $4,079 million^c for 2025 and $2,270 million for the six months ended June 30, 2026. The pro forma figures are illustrative under Article 11 of Regulation S-X, reflect a preliminary purchase price allocation that may change, and include a net deferred tax liability estimate of $457 million on the closing date.

The filing also describes financing used for the transaction: in April 2026, TES issued $1.5 billion^d of 6.125% senior unsecured notes due 2031 and $2.5 billion of 6.375% senior unsecured notes due 2033, with proceeds used to fund the cash portion of the acquisition and redeem $1.2 billion of 8.625% senior secured notes (with a $54 million make-whole premium). Revolving and letter of credit facilities were also upsized in June 2026.

02—Key points

Key Highlights

Closed the $3.5 billion Cornerstone Acquisition on June 15, 2026: $2.6 billion in cash plus 2,399,998 TEC common shares valued at $927 million.
Acquired Lawrenceburg Power Plant (1,120 MW CCGT, Indiana), Waterford Energy Center (875 MW CCGT, Ohio), and Darby Generating Station (456 MW combustion turbine, Ohio).
Cornerstone Generation, LLC reported 2025 operating revenues of $323.2 million and a net loss of $3.0 million, with operating income of $62.9 million.
Pro forma combined net loss attributable to stockholders was $(322) million for 2025 and $(31) million for the six months ended June 30, 2026.
Pro forma operating revenues were $4,079 million for 2025 and $2,270 million for the six months ended June 30, 2026.
Financing included $1.5 billion of 6.125% senior unsecured notes due 2031 and $2.5 billion of 6.375% senior unsecured notes due 2033, issued in April 2026.
Preliminary purchase price allocation resulted in a net deferred tax liability estimate of $457 million, and the allocation remains subject to revision within one year of closing.

03—Questions

Frequently Asked Questions

What did Talen Energy acquire and what did it pay?
Talen acquired all equity interests of affiliates of Energy Capital Partners owning the Lawrenceburg Power Plant (1,120 MW), Waterford Energy Center (875 MW) and Darby Generating Station (456 MW). The aggregate purchase price was $3.5 billion, comprised of $2.6 billion in cash and 2,399,998 shares of TEC common stock valued at $927 million at closing.
Why was this 8-K/A filed?
The amendment was filed to include the historical financial statements required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b) of Form 8-K. Other disclosures in the original June 15, 2026 report remain unchanged.
How did the pro forma results change Talen's reported losses?
The pro forma combined net loss attributable to stockholders was $(322) million for 2025, compared with Talen's adjusted historical net loss of $(146) million. For the six months ended June 30, 2026, the pro forma net loss was $(31) million versus a historical $(29) million. The pro forma figures are illustrative and not indicative of future results.
How was the cash portion of the acquisition financed?
In April 2026, TES issued $1.5 billion of 6.125% senior unsecured notes due 2031 and $2.5 billion of 6.375% senior unsecured notes due 2033 in private placements. Net proceeds funded the cash portion of the acquisition and redeemed TES's $1.2 billion of 8.625% senior secured notes due 2030, subject to a $54 million make-whole premium.
Is the purchase price allocation final?
No. Talen provisionally allocated the purchase price using information available at closing, with no goodwill or bargain purchase gain recognized. Adjustments may be made for up to one year from the closing date, and the final allocation may differ materially from the estimates in the pro forma information.

04—Continue

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