Talen Energy Supply, LLC Announces Early Tender Results
THE WOODLANDS, Texas, Jan. 16, 2019 /PRNewswire/ -- Talen Energy Supply, LLC (the "Company" or "Talen Energy Supply") today announced the early tender results for its previously announced tender offers (the "Tender Offers") to purchase for cash up to an aggregate purchase price of $200,000,000 (the "Aggregate Maximum Tender Amount") of its 6.000% Senior Notes due 2036 (the "2036 Notes"), 6.500% Senior Guaranteed Notes due 2024 (the "2024 Notes"), 7.000% Senior Guaranteed Notes due 2027 (the "2027 Notes"), 6.500% Senior Notes due 2025 (the "2025 Notes"), 10.500% Senior Notes due 2026 (the "2026 Notes"), 4.600% Senior Notes due 2021 (the "2021 Notes"), 4.625% Senior Notes due 2019 (the "2019 Notes") and 9.500% Senior Notes due 2022 (the "2022 Notes" and, together with the 2036 Notes, the 2024 Notes, the 2027 Notes, the 2025 Notes, the 2026 Notes, the 2021 Notes and the 2019 Notes, the "Securities"). The Tender Offers were made pursuant to the terms and conditions set forth in the offer to purchase, dated January 2, 2019 (the "Offer to Purchase").
As of the previously announced early tender date and time of 5:00 p.m., New York City time, on January 15, 2019 (the "Early Tender Date"), according to information provided by Global Bondholder Services Corporation, the tender agent for the Tender Offers, a total of $81,631,000 aggregate principal amount of the 2036 Notes, $14,739,000 aggregate principal amount of the 2024 Notes, $9,060,000 aggregate principal amount of the 2027 Notes, $49,882,000 aggregate principal amount of the 2025 Notes, $15,311,000 aggregate principal amount of the 2026 Notes, $11,195,000 aggregate principal amount of the 2021 Notes, $11,407,000 aggregate principal amount of the 2019 Notes and $7,321,000 aggregate principal amount of the 2022 Notes had been validly tendered and not validly withdrawn in the Tender Offers. The Company has accepted for purchase all of the Securities that were validly tendered and not validly withdrawn by the Early Tender Date. Withdrawal rights for the Securities expired at 5:00 p.m., New York City time, on January 15, 2019. The table below sets forth the aggregate principal amount of the Securities that were validly tendered and not validly withdrawn by the Early Tender Date that will be accepted for purchase by the Company.
Title of
CUSIP/ISIN Principal Amount
Security Number Tendered and Accepted at Early
Principal
Acceptance
Total Tender Date
Amount Priority
Outstanding Level Consideration(1)(2)
6.000%
69352JAK3 $200,418,000 1 $530.00 $81,631,000
Senior
Notes due
US69352JAK34
2036
87422VAC2 $98,057,000 2 $725.00 $14,739,000
6.500%
Senior
US87422VAC28
Guaranteed
USU8302WAB01
Notes due
2024
$29,358,000 3 $730.00 $9,060,000
7.000%
87422VAD0
Senior US87422VAD01
Guaranteed
Notes due
2027
6.500% $600,000,000 4 $770.00 $49,882,000
Senior
87422VAA6
Notes due
2025
US87422VAA61
10.500% $625,000,000 5 $905.00 $15,311,000
Senior
87422VAE8
Notes due
2026
US87422VAE83
USU8302WAC83
USU8302WAD66
4.600% $154,948,000 6 $930.00 $11,195,000
Senior
69352JAN7
Notes due
2021
US69352JAN72
4.625% $16,857,000 7 $1,005.00 $11,407,000
Senior
74966NAA4
Notes due
2019
US74966NAA46
USU7501NAA38
9.500% $400,000,000 8 $1,010.00 $7,321,000
Senior
87422VAB4
Notes due
2022
US87422VAB45
USU8302WAA28
(1) Per $1,000 principal amount of Securities validly tendered and accepted for purchase
(2) Includes Early Tender Payment
The "Total Consideration" for the Securities validly tendered and accepted for purchase pursuant to the Tender Offers are the amounts shown in the table above. Holders of the Securities validly tendered and not validly withdrawn at or prior to the Early Tender 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 January 18, 2019.
The Tender Offers will expire at 11:59 p.m., New York City time, on January 30, 2019, unless extended or earlier terminated. The Tender Offers 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
Credit Suisse Securities (USA) LLC is the Dealer Manager for the Tender Offers. Investors with questions regarding the Tender Offers 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. 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 contact@gbsc-usa.com.
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 manager, the tender agent or the trustee with respect to the 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 Offer to Purchase. Holders are strongly encouraged to read carefully the Offer to Purchase because it 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 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. For more information, visit www.talenenergy.com.
Investor Contacts
Stacey Peterson
Senior Vice President, Treasurer, and Head of Investor Relations
Stacey.Peterson@talenenergy.com
Ryan Koren
Senior Manager, Investor Relations and FP&A
610-601 0477
Ryan.Koren@talenenergy.com
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SOURCE Talen Energy Supply, LLC
