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Talen Vitality Company (” TEC ,” ” we ” or ” our “) ( NASDAQ: TLN ) introduced in the present day that Talen Vitality Provide, LLC (” TES ” or the ” Firm “), a direct wholly owned subsidiary of TEC, has priced choices of $1.40 billion in combination principal quantity of 6.250% senior notes due 2034 (the ” 2034 Notes “) and $1.29 billion in combination principal quantity of 6.500% senior notes due 2036 (the ” 2036 Notes ” and along with the 2034 Notes, the ” Notes “) in personal choices which might be exempt from the registration necessities of the Securities Act of 1933, as amended (the ” Securities Act “). The choices are anticipated to shut on October 27, 2025, topic to customary closing situations.
The Firm intends to make use of the web proceeds of those choices, along with the web proceeds of a brand new $1.2 billion senior secured time period mortgage B credit score facility, to fund the beforehand introduced acquisitions (every an ” Acquisition ” and collectively, the ” Acquisitions “) of (i) the Freedom Vitality Heart, a 1,045 MW pure fuel fired mixed cycle technology plant situated in Luzerne County, Pennsylvania (the ” Freedom Acquisition “) and (ii) the Guernsey Energy Station, a 1,836 MW pure fuel fired mixed cycle technology plant situated in Guernsey County, Ohio (the ” Guernsey Acquisition “). Every Acquisition is being made pursuant to a purchase order and sale settlement (every a ” Buy Settlement ” and collectively, the ” Buy Agreements “) every dated July 17, 2025, amongst Talen Technology, LLC, an oblique wholly owned subsidiary of TEC, and associates of Caithness Vitality, L.L.C.
Within the occasion that (i) one or each of the Acquisitions haven’t been accomplished on or previous to 11:59 p.m. (New York Metropolis time) on July 17, 2026 (or, to the extent such date is mechanically prolonged pursuant to the phrases of the relevant Buy Settlement, to January 17, 2027) (such date, as prolonged if relevant, the ” Outdoors Date “), or (ii) previous to 11:59 p.m. (New York Metropolis time) on the Outdoors Date, (a) we decide that one or each of the Acquisitions won’t be consummated on or earlier than the Outdoors Date or (b) one or each of the Buy Agreements has been terminated (the sooner to happen of the occasions described in (i) or (ii), a ” Triggering Occasion “), we will probably be obligated to redeem inside 30 days after the Triggering Occasion: (1) within the case that the Triggering Occasion pertains to the Freedom Acquisition, $625.0 million combination principal quantity of the 2034 Notes and $575.0 million combination principal quantity of the 2036 Notes, (2) within the case that the Triggering Occasion pertains to the Guernsey Acquisition, $900.0 million combination principal quantity of the 2034 Notes and $790.0 million combination principal quantity of the 2036 Notes, and (3) within the case that the Triggering Occasion pertains to each Acquisitions, all excellent Notes. Any such redemption will probably be made at a value equal to 100% of the problem value of the redeemed Notes, plus accrued and unpaid curiosity, if any, to, however excluding, the date of redemption.
The Notes and associated ensures are being provided solely to individuals moderately believed to be certified institutional patrons in accordance with Rule 144A below the Securities Act and to non-U.S. Individuals in accordance with Regulation S below the Securities Act. The Notes and the associated ensures haven’t been and won’t be registered below the Securities Act or any state securities legal guidelines. In consequence, they will not be provided or offered in america or to any U.S. individuals besides pursuant to an relevant exemption from, or in a transaction not topic to, the registration necessities of the Securities Act and relevant state securities legal guidelines.
This press launch doesn’t represent a suggestion to promote, or a solicitation of a suggestion to purchase, any securities, nor shall there be any sale of the Notes in any jurisdiction during which such supply, solicitation or sale could be illegal previous to registration or qualification below the securities legal guidelines of any such jurisdiction. The choices of the Notes are being made solely by the use of the confidential providing round.
About Talen
Talen Vitality ( NASDAQ: TLN ) is a number one impartial energy producer and power infrastructure firm devoted to powering the long run. We personal and function roughly 10.3 gigawatts of energy infrastructure in america, together with 2.2 gigawatts of nuclear energy and a major dispatchable fossil fleet. We produce and promote electrical energy, capability, and ancillary providers into wholesale U.S. energy markets, with our technology fleet principally situated within the Mid-Atlantic and Montana. Our staff is dedicated to producing energy safely and reliably delivering essentially the most worth per megawatt produced. Talen can also be powering the digital infrastructure revolution. We’re well-positioned to serve this rising trade, as synthetic intelligence knowledge facilities more and more demand extra dependable, clear energy. Talen is headquartered in Houston, Texas.
Investor Relations:
Sergio Castro
Vice President & Treasurer
InvestorRelations@talenenergy.com
Media:
Taryne Williams
Director, Company Communications
Taryne.Williams@talenenergy.com
Ahead-Trying Statements
This communication accommodates forward-looking statements throughout the which means of the federal securities legal guidelines, which statements are topic to substantial dangers and uncertainties. These forward-looking statements are supposed to qualify for the secure harbor from legal responsibility established by the Non-public Securities Litigation Reform Act of 1995. All statements aside from statements of historic truth included on this communication, or included by reference into this communication, are forward-looking statements. All through this communication, we now have tried to establish forward-looking statements by utilizing phrases akin to “anticipate,” “imagine,” “proceed,” “might,” “estimate,” “count on,” “forecasts,” “aim,” “intend,” “could,” “plan,” “potential,” “predict,” “venture,” “search,” “ought to,” “will,” or different types of these phrases or comparable phrases or expressions or the damaging thereof, though not all forward-looking statements include these phrases. Ahead-looking statements tackle future occasions and situations regarding, amongst different issues, the proposed Acquisitions, the anticipated closing of the proposed transactions and the timing thereof, the financing of the proposed transactions, capital expenditures, earnings, litigation, regulatory issues, hedging, liquidity and capital assets, accounting issues, expectations, beliefs, plans, goals, objectives, methods, future occasions or efficiency, shareholder returns and underlying assumptions. Ahead-looking statements are topic to substantial dangers and uncertainties that might trigger our future enterprise, monetary situation, outcomes of operations or efficiency to vary materially from our historic outcomes or these expressed or implied in any forward-looking assertion contained on this communication. All of our forward-looking statements embody assumptions underlying or regarding such statements which will trigger precise outcomes to vary materially from expectations and are topic to quite a few elements that current appreciable dangers and uncertainties.
Besides as required by regulation, we undertake no obligation to publicly replace or revise any forward-looking statements or info, whether or not written or oral, which may be on account of new info, future occasions or in any other case.
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