Talen Energy files 8-K: other material event
On April 17, 2026, Talen Energy Corporation (the “Company”) issued a press release announcing that Talen Energy Supply, LLC (“TES”), a direct wholly owned subsidiary of the Company, priced issuances of $1.50 billion in aggregate principal amount of 6.125% senior notes due 2031 (the “2031 Notes”) and $2.50 billion in aggregate principal amount of 6.375% senior notes due 2033 (the “2033 Notes” and, together with the 2031 Notes, the “Notes”) in private placement transactions not involving a public offering. The issuances and sales of the Notes is expected to close on April 29, 2026, subject to customary closing conditions.
Talen Energy Announces Pricing of Senior Notes
HOUSTON, April 17, 2026 – Talen Energy Corporation (“TEC,” “we,” or “our” ) ( NASDAQ: TLN ), announced today that Talen Energy Supply, LLC (“TES” or the “Company”), a direct wholly owned subsidiary of TEC, has priced issuances of $1,500,000,000 in aggregate principal amount of 6.125% senior notes due 2031 (the “2031 Notes”) and $2,500,000,000 in aggregate principal amount of 6.375% senior notes due 2033 (the “2033 Notes” and together with the 2031 Notes, the “Notes”) in private placement transactions not involving a public offering. The issuance and sale of the Notes is expected to close on April 29, 2026, subject to customary closing conditions.
The Company intends to use the net proceeds from the issuance and sale of the Notes to fund (i) the previously announced acquisition (the “Acquisition”) by which the Company will indirectly acquire 2,451 megawatts of capacity consisting of the Lawrenceburg Power Plant (1,120 megawatts), the Waterford Energy Center (875 megawatts) and the Darby Generation Station (456 megawatts), and (ii) the redemption in full of the Company’s outstanding 8.625% Senior Secured Notes due 2030. The Acquisition is being made pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated January 15, 2026, among TEC, Buckeye CG Holdings, LLC, an indirect wholly owned subsidiary of TEC, certain other indirect wholly owned subsidiaries of TEC, Cornerstone Generation Holdings, LP, ECP Generation Holdings GP, and other affiliates of Cornerstone Generation Holdings, LP.
In the event the Acquisition is not consummated on or prior to January 15, 2027 (which date is subject to extension to July 15, 2027 pursuant to the terms of the Merger Agreement) (the “Outside Date”), the Notes will be subject to a special mandatory redemption. In the event that the Acquisition has not been consummated by the Outside Date, $1,050,000,000 in aggregate principal amount of the 2031 Notes and $1,750,000,000 in aggregate principal amount of the 2033 Notes will be redeemed, in each case, at a price equal to 100% of the issue price of the Notes, plus accrued and unpaid interest on such Notes to (but excluding) the redemption date.
The Notes and related guarantees have been issued and sold only to persons reasonably believed to be (a) both qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and accredited investors within the meaning of Rule 501(a) of Regulation D under the Securities Act, and (b) “qualified purchasers” as defined under the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”), including FINRA Rule 5123. The Notes and the related guarantees have not been and will not be registered under the Securities Act or any state securities laws. As a result, they may not be offered or sold in the United States or to any U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.