Talen Energy Supply, LLC Announces Tender Offers for up to an Aggregate Principal Amount of $900,000,000 for Certain Outstanding Debt Securities

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Mar 30, 2017, 08:03 ET

ALLENTOWN, Pa., March 30, 2017 /PRNewswire/ -- Talen Energy Supply, LLC (the "Company" or "Talen Energy Supply") today announced that it has commenced tender offers (the "Tender Offers") to purchase for cash upon the terms and subject to the conditions described in the Tender Offer Documents (as defined below), up to a maximum aggregate principal amount of $900,000,000 (subject to increase or decrease by the Company, the "Aggregate Maximum Tender Amount") of its 4.625% Senior Notes due 2019 (the "2019 Notes"), its 6.500% Senior Notes due 2018 (the "2018 Notes" and, together with the 2019 Notes, the "Priority Capped Securities") and its 4.600% Senior Notes due 2021 (the "2021 Notes" and, together with the Priority Capped Securities, the "Securities"), subject to the Priority Shared Series Cap Amount (as defined below) and the 2021 Series Cap Amount (as defined below).

The Company will only accept for purchase Priority Capped Securities up to a maximum aggregate principal amount of $900,000,000 (with respect to the Priority Capped Securities, and, subject to increase or decrease by the Company, the "Priority Shared Series Cap Amount"), and the Company will only accept for purchase 2021 Notes up to a maximum aggregate principal amount of $100,000,000 (with respect to 2021 Notes, and, subject to increase or decrease by the Company, the "2021 Series Cap Amount", and, together with the Priority Shared Series Cap Amount, the "Series Cap Amounts").

This announcement does not contain the full terms and conditions of the Tender Offers, which are contained in the offer to purchase dated March 30, 2017 (the "Offer to Purchase") and the related letter of transmittal (the "Letter of Transmittal") (as they may each be amended or supplemented, the "Tender Offer Documents"). The Company refers investors to the Tender Offer Documents for the complete terms and conditions of the Tender Offers.

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

					Dollars per $1,000 Principal Amount of Securities
Title of Security	CUSIP/ISIN Number	Principal Amount Outstanding	Series Cap Amounts	Acceptance Priority Level	Tender Offer Consideration⁽⁴⁾	Early Tender Payment⁽⁴⁾	Total Consideration⁽⁴⁾⁽⁵⁾

4.625%⁽¹⁾ Senior Notes due 2019	74966NAA4 US7501NAA38	$1,107,500,000	$900,000,000⁽²⁾	1	$1,000.00	$30.00	$1,030.00

6.500% Senior Notes due 2018	69352JAL1 US69352JAL17	$400,000,000		2	$1,021.25	$30.00	$1,051.25

4.600% Senior Notes due 2021	69352JAN7 US69352JAN72	$703,415,000	$100,000,000⁽³⁾	3	$840.00	$30.00	$870.00
(1) In June 2015, the coupon applicable to the 2019 Notes was reduced from 5.125% to 4.625% in accordance with the terms of the 2019 Notes
(2) Up to the Priority Shared Series Cap Amount of $900,000,000 aggregate principal amount, subject to the Acceptance Priority Level of 2019 Notes validly tendered and accepted for purchase
(3) Up to the 2021 Series Cap Amount of $100,000,000 aggregate principal amount, subject to the Acceptance Priority Levels
(4) Per $1,000 principal amount of Notes validly tendered and accepted for purchase
(5) Includes Early Tender Payment

The Tender Offers will expire at 11:59 p.m., New York City time, on April 27, 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 April 12, 2017 (such date and time, as it may be extended, the "Early Tender Date") and accepted for purchase pursuant to the Tender Offers will be the applicable total consideration for such series of Securities 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 and at or prior to the Expiration Date will only be eligible to receive an amount equal to the Total Consideration minus the Early Tender Payment (the "Tender Offer Consideration").

Tendered Securities may be withdrawn from the Tender Offers at or prior to, but not after, 5:00 p.m., New York City time, on April 12, 2017 (such date and time, as it may be extended).

Subject to the Series Cap Amounts, Aggregate Maximum Tender Amount, and proration, all Securities tendered at or before the Early Tender Date having a higher Acceptance Priority Level will be accepted before any Securities tendered at or before the Early Tender Date having a lower Acceptance Priority Level are accepted, and all Securities validly tendered after the Early Tender Date having a higher Acceptance Priority Level will be accepted before any Securities tendered after the Early Tender Date having a lower Acceptance Priority Level are accepted in the Tender Offers. However, if the Tender Offers are not fully subscribed as of the Early Tender Date, subject to the Series Cap Amounts and the Aggregate Maximum Tender Amount, Securities tendered at or before the Early Tender Date will be accepted for purchase in priority to Securities tendered after the Early Tender Date, even if such Securities tendered after the Early Tender Date have a higher Acceptance Priority Level than Securities tendered prior to the Early Tender Date.

The Company reserves the right, but is under no obligation, to increase or decrease one or both of the Series Cap Amounts and the Aggregate Maximum Tender Amount, at any time, subject to compliance with applicable law.

Talen Energy Supply will fund the Tender Offers with the net proceeds from one or more offerings of debt securities, cash on hand and borrowings under available credit facilities.

The Tender Offers are subject to the satisfaction or waiver of certain conditions, including the financing condition, specified in the Tender Offer Documents but the Tender Offers are not subject to minimum tender conditions. Following the completion of the Tender Offers, 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 Offers.

Information Relating to the Tender Offers

The Tender Offer Documents for all of the Securities are being distributed to holders beginning today. Morgan Stanley & Co LLC and Credit Suisse Securities (USA) LLC are the Joint Lead Dealer Managers for the Tender Offers and the Co-Dealer Managers are BNP Paribas Securities Corp., Deutsche Bank Securities Inc., Goldman, Sachs & Co, MUFG Securities Americas Inc., RBC Capital Markets, Riverstone Capital Services and UBS Securities LLC. Investors with questions regarding the Tender Offers may contact Morgan Stanley & Co LLC at (800) 624-1808 (toll-free) or (212) 761-1057 (collect) or Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free) or (212) 325-2476 (collect). D.F. King & Co., Inc. is the tender agent for the Tender Offers and can be contacted at (888) 414-5566 (toll-free) or (212) 269-5550 (collect) or email [email protected].

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

Talen Energy is one of the largest competitive energy and power generation companies in North America. Talen Energy produces and sells electricity, capacity and ancillary services from its fleet of power plants totaling approximately 16,000 MW (summer rating) of generating capacity as of December 31, 2016. Talen Energy's portfolio of generation assets is principally located in the Northeast, Mid-Atlantic and Southwest regions of the United States. Talen Energy Supply is an indirect wholly owned subsidiary of Talen Energy Corporation.

Investor Contacts

Andy Ludwig
Director, Investor Relations
610-601-0185
[email protected]
www.talenenergy.com

SOURCE Talen Energy Corporation