Talen Energy, 8-K 제출: 주요 계약 체결, 인수 또는 처분 완료, 주요 부채 또는 대외부채 발생

Item 1.01. Entry into a Material Definitive Agreement.

The information set forth under the Introductory Note of this Current Report on Form 8-K (this “Report”) is incorporated into this Item 1.01 by reference.

In connection with the Acquisition, the Acquired Companies are expected to become guarantors under each of TES’s (as defined below) existing debt instruments in accordance with, and within the time periods required by, the terms thereof.

On June 15, 2026, Talen Energy Supply, LLC (“TES”), a wholly owned subsidiary of the Company, entered into Amendment No. 7 to the Credit Agreement, by and among TES, as Borrower, the Subsidiary Guarantors party thereto, the 2026-1 Additional Stand-Alone L/C Issuers party thereto, the Stand-Alone L/C Issuers party thereto, the 2026-1 Additional Revolving Lenders party thereto and Citibank, N.A., as Administrative Agent and Collateral Agent (the “Seventh Amendment to Credit Agreement”) which amends that certain Credit Agreement, dated as of May 17, 2023, by and among TES, as borrower, Citibank, N.A., as Administrative Agent and Collateral Agent and each Lender from time to time party thereto (as further amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Amended Credit Agreement”).

The Seventh Amendment to Credit Agreement (i) increases the existing revolving credit facility (including its revolving letter of credit capacity) (the “RCF”) from $900 million to $1.35 billion; (ii) upsizes its existing stand-alone letter of credit facility (the “Stand-Alone L/C Facility”) from $1.1 billion to $1.5 billion; and (iii) extends the maturity of the Stand-Alone L/C Facility from December 2027 to December 2029. The revolving commitments under the RCF will be available for working capital, capital expenditures and general corporate purposes and the letter of credit commitments will be available to support the issuance of letters of credit.

The effectiveness of the Seventh Amendment to Credit Agreement was conditioned upon, among other things, the substantially concurrent consummation of the Acquisition.

The foregoing description of the Seventh Amendment to Credit Agreement is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Seventh Amendment to Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 to this Report and is incorporated into this Item 1.01 by reference.

On the Closing Date, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) in connection with the Acquisition with the recipients of the Stock Consideration (the “Cornerstone Equityholders”). Pursuant to the terms of the Registration Rights Agreement, the Company agreed to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement to register under the Securities Act of 1933, as amended (the “Securities Act”), the resale of the Stock Consideration. The Registration Rights Agreement provides for certain additional underwritten demand rights and “piggy-back” registration rights, subject to certain customary limitations.

Additionally, the Cornerstone Equityholders agreed to a 90-day lock-up on 50% of the Stock Consideration and a 180-day lock-up on the remaining Stock Consideration. The Company also agreed to pay certain expenses of the Cornerstone Equityholders incurred in connection with the exercise of their rights under the Registration Rights Agreement and indemnify the Cornerstone Equityholders for certain securities law matters in connection with any registration statement filed pursuant thereto.

The foregoing description of the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is attached hereto as Exhibit 4.1 to this Report and is incorporated into this Item 1.01 by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosure set forth under the Introductory Note and Item 1.01 of this Report is incorporated into this Item 2.01 by reference.

On the Closing Date, the Company completed the previously announced Acquisition contemplated by the Merger Agreement. As a result of the Acquisition, the Acquired Companies became indirect, wholly owned subsidiaries of the Company.

Subject to the terms and conditions of the Merger Agreement, the purchase price for the Acquisition consisted of (a) the Cash Consideration of approximately $2.55 billion, subject to customary adjustments for net working capital, cash, indebtedness, certain casualty losses and transaction expenses, and (b) the Stock Consideration of 2,399,998 shares of common stock, par value $0.001 per share, of the Company. The Cash Consideration was funded using a portion of the proceeds of the 6.125% Senior Unsecured Notes due 2031 and 6.375% Senior Unsecured Notes due 2033 issued in April 2026.

The summary description of the terms of the Merger Agreement, including the description of the transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026, and is incorporated into this Report and this Item 2.01 by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided under Item 1.01 of this Report regarding the Seventh Amendment to Credit Agreement is incorporated into this Item 2.03 by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in the Introductory Note and Items 1.01 and 2.01 of this Report regarding the Stock Consideration is hereby incorporated by reference into this Item 3.02. The issuance of the Stock Consideration was completed in reliance upon the exemption from the registration requirements of the Securities Act, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.

The information provided under this Item 7.01 and in Exhibit 99.1 to this Report is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or the Exchange Act.

Talen Energy Completes Acquisition of High-Quality Western PJM Generation Assets

Transaction expands and diversifies portfolio, immediately boosts cash flow

HOUSTON, June 15, 2026 – Talen Energy Corporation (“Talen,” “we,” or “our” ) ( NASDAQ: TLN ), a leading independent power producer, announced today that it has completed the acquisition of the Lawrenceburg Power Plant in Indiana and the Waterford Energy Center and Darby Generating Station in Ohio from Energy Capital Partners (“ECP”) (the “Acquisition”).

“We are pleased to complete this strategic acquisition. These assets add efficient baseload generation to our portfolio, expand our presence in the western PJM market, and further diversify our fleet,” said Talen President Terry Nutt. “The Acquisition is immediately accretive, adding over 15% to our cash flow per share, and strengthens our line of sight to delivering more than $40 per share of annual free cash flow by 2028. We look forward to the contributions the plants and their teams will make as part of Talen.”

ECP Partner, Andrew Gilbert, said, “This combination further strengthens Talen’s platform, allowing it to support reliability and serve large load customers within the larger PJM market. ECP believes Talen has created a unique PJM platform and is excited to participate in the long-term value it creates.”

In connection with the closing, ECP received 2.4 million shares of Talen common stock and approximately $2.55 billion in cash, with the cash portion subject to post-closing adjustment for working capital and other customary items.

Concurrently with the closing of the Acquisition, Talen’s subsidiary, Talen Energy Supply, LLC (“TES”), completed financing transactions to (i) increase its existing Revolving Credit Facility (including its revolving letter of credit capacity) from $900 million to $1.35 billion and (ii) upsize its existing $1.1 billion Letter of Credit Facility to $1.5 billion and extend the maturity from December 2027 to December 2029.