Talen Energy Supply, LLC Announces Final Tender Results

THE WOODLANDS, Texas, Nov. 29, 2018 /PRNewswire/ -- Talen Energy Supply, LLC (the "Company" or "Talen Energy Supply") today announced the final tender results for its previously announced tender offers (the "Tender Offers") to purchase for cash up to an aggregate purchase price of $400,000,000 (the "Aggregate Maximum Tender Amount") of its 4.600% Senior Notes due 2021 (the "2021 Notes"), 9.500% Senior Notes due 2022 (the "2022 Notes") and 6.500% Senior Guaranteed Notes due 2024 (the "2024 Notes" and, together with the 2021 Notes and the 2022 Notes, the "Securities"). The Tender Offers were made pursuant to the terms and conditions set forth in the offer to purchase, dated October 30, 2018, as supplemented by Supplement No. 1 to the Offer to Purchase, dated November 5, 2018 (together, the "Offer to Purchase").

As of the previously announced expiration date and time of 11:59 p.m., New York City time, on November 28, 2018 (the "Expiration Date"), according to information provided by Global Bondholder Services Corporation, the tender agent for the Tender Offers, a total of $427,704,000 aggregate principal amount of the 2021 Notes, $135,485,000 aggregate principal amount of the 2022 Notes, and $10,788,000 aggregate principal amount of the 2024 Notes had been validly tendered and not validly withdrawn in the Tender Offers. Because the Tender Offers were fully subscribed as of 5:00 p.m., New York City time, on November 13, 2018 (the "Early Tender Date"), no Securities were accepted for purchase after the Early Tender Date. As previously announced, since the aggregate principal amount of the 2021 Notes validly tendered and not validly withdrawn exceeds the Aggregate Maximum Tender Amount, the Company will not accept for purchase any 2022 Notes or 2024 Notes that have been tendered. Rather, the Company will prorate the 2021 Notes accepted for purchase using a proration factor of approximately 98.615%. Any Securities tendered after the Early Tender Date, together with all Securities tendered at or prior to the Early Tender Date (other than the 2021 Notes accepted for purchase), were returned to the holders thereof as described in the Offer to Purchase. The table below sets forth the aggregate principal amount of the Securities that were validly tendered and not validly withdrawn by the Early Tender Date that will be accepted for purchase by the Company.

The "Total Consideration" for the 2021 Notes validly tendered and accepted for purchase pursuant to the Tender Offers is the amount shown in the table above. Holders of the 2021 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date are eligible to receive the Total Consideration for any such 2021 Notes accepted for purchase. Holders will also receive accrued and unpaid interest on the 2021 Notes 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 2021 Notes, which date is anticipated to be December 3, 2018.

The Tender Offers are subject to the satisfaction of the conditions described in the Offer to Purchase, including the completion of the previously announced $450 million term loan financing (the "Project Financing") by the Company's wholly-owned project subsidiary, LMBE-MC HoldCo II LLC, the net proceeds of which are expected to be utilized to fund the Tender Offers. Such conditions, including the Project Financing condition, 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

Citigroup Global Markets, Inc. is the Dealer Manager for the Tender Offers. Investors with questions regarding the Tender Offers may contact Citigroup Global Markets, Inc. at (212) 723-6106 (New York) or (800) 558-3745 (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, 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 or complete the Project Financing. 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