Talen Energy Corp
For the period ended Jun 30, 2024. Filed Aug 13, 2024.
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Jun 30, 2024 · Filed Aug 13, 2024
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11. Long-Term Debt and Other Credit Facilities
- Long-Term Debt and Other Credit Facilities
Long-Term Debt
| Successor | |||
|---|---|---|---|
| InterestRate (a) | June 30, 2024 | December 31, 2023 | |
| TLB | 8.83 % | $861 | $866 |
| TLC | 8.83 % | 470 | 470 |
| Secured Notes | 8.63 % | 1,200 | 1,200 |
| PEDFA 2009B Bonds | 5.25 % | 50 | 50 |
| PEDFA 2009C Bonds | 5.25 % | 81 | 81 |
| Cumulus Digital TLF, including paid-in-kind interest (b) | — % | — | 182 |
| Total principal | 2,662 | 2,849 | |
| Unamortized deferred finance costs and original issuance discounts | (36) | (29) | |
| Total carrying value | 2,626 | 2,820 | |
| Less: long-term debt, due within one year | 9 | 9 | |
| Long-term debt | $2,617 | $2,811 | |
(a)Computed interest rate as of June 30, 2024 (Successor).
(b)Limited recourse to TES and TEC. See “Guarantees and Other Assurances - Cumulus Digital Assurances” in Note 10 for additional information. The Cumulus Digital TLF was repaid and extinguished in March 2024. See “2024 Transactions – Cumulus Digital TLF Repayment” below for additional information.
The aggregate long-term debt maturities, including amortization and early redemption provisions, as of June 30, 2024 (Successor) were:
| 2024 (a) | 2025 | 2026 | 2027 | 2028 | Thereafter | Total | |||||
| Total maturities | $4 | $9 | $9 | $9 | $9 | $2,622 | $2,662 | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
(a) For the period from July 1 through December 31, 2024.
Revolving Credit and Other Facilities
| Successor | |||||||
|---|---|---|---|---|---|---|---|
| June 30, 2024 · December 31, 2023 | |||||||
| Expiration | Committed Capacity | Direct Cash Borrowings | LCs Issued | UnusedCapacity | Direct Cash Borrowings | LCs Issued | |
| RCF (a) | May 2028 | $700 | $— | $60 | $640 | $— | $62 |
| TLC LCF (b)(c) | May 2030 | 470 | — | 310 | 160 | — | 404 |
| Bilateral LCF (b) | May 2028 | 75 | — | 46 | 29 | — | 74 |
| Total | $1,245 | $— | $416 | $829 | $— | $540 | |
(a)Committed capacity includes $475 million of LC commitments. Outstanding direct cash borrowings under the RCF, when applicable, are presented as “Revolving credit facilities” on the Consolidated Balance Sheets.
(b)Direct cash borrowings are not permitted under the facility.
(c)These LCs are cash collateralized by $472 million as of June 30, 2024 (Successor) and December 31, 2023 (Successor), which is presented as “Restricted cash and cash equivalents” on the Consolidated Balance Sheets.
2024 Transactions
Cumulus Digital TLF Repayment. In connection with the Cumulus Data Campus Sale, the Cumulus Digital TLF was paid in full in March 2024, together with all accrued interest and other outstanding amounts. See “Non-Recourse Debt and Other Credit Facilities – Cumulus Digital TLF” in Note 13 in Notes to the Annual Financial Statements for additional information on the related release of liens, termination of guarantees, and cancellation of LCs. See Note 17 for additional information on the Cumulus Data Campus Sale.
Long-Term Debt Repricing. In May 2024, the Company completed a repricing transaction with respect to the TLB and TLC. The new rate applicable to the TLB and TLC is the Standard Overnight Financing Rate (SOFR) plus 350 basis points, which reduces the interest rate margin by 100 basis points. The applicable SOFR floor was reduced from 50 to 0 basis points. Additionally, in connection with the repricing, the lenders under the TLB and TLC agreed to: (i) waive any mandatory prepayment obligations in connection with the ERCOT Sale; and (ii) certain other amendments permitting Talen additional capacity for dispositions, restricted payments and investments under the Credit Agreement. See Note 17 for additional information on the ERCOT Sale. The repricing transaction is excluded from the Consolidated Statements of Cash Flows as a non-cash item.
Remarketing of PEDFA Bonds. In June 2024, the Company completed the remarketing of $50 million in aggregate principal amount of its PEDFA 2009B and $81 million in aggregate principal amount of its PEDFA 2009C Bonds. The bonds will now bear interest at 5.25% until the end of the new term rate period on June 1, 2027. In connection with the remarketing, $133 million of LCs issued under the TLC LCF that had previously supported the bonds were terminated, providing the Company with increased LC capacity under the TLC LCF. The remarketing transaction is excluded from the Consolidated Statements of Cash Flows as a non-cash item.
Talen Energy Supply Long-Term Debt, Revolving Credit and Other Facilities
As of June 30, 2024 (Successor), Talen was not in default under any of its debt agreements.
See “Talen Energy Supply Post-Emergence Long-Term Debt, Revolving Credit and Other Facilities” in Note 13 in Notes to the Annual Financial Statements for a description of the material terms of our Credit Facilities, Secured Notes, PEDFA Bonds and Secured ISDAs.
See “Security Interests, Guarantees, and Cross-Defaults on TES Post-Emergence Obligations” in Note 13 in Notes to the Annual Financial Statements for additional information on the security interests and guarantees supporting these obligations. In addition to the obligations outlined under “Long-Term Debt” and “Revolving Credit and Other Facilities” above, secured obligations included approximately $66 million under Secured ISDAs as of June 30, 2024 (Successor).
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