Talen Energy Corp

Recent Developments

Common Stock Transactions

In the six months ended June 30, 2024 (Successor), the company repurchased a total of 5,773,889 shares of the Company’s common stock under the share repurchase program for an aggregate purchase price of $661 million, inclusive of transaction costs and excise taxes, at a weighted average per share price of $114.48. Of the total shares repurchased, 5,275,862 shares were the result of the tender offer executed in June 2024.

In June 2024, the Company retired 5,768,862 shares of treasury stock repurchased during the six months ended June 30, 2024 (Successor).

In July 2024, the Company repurchased 2,413,793 shares from affiliates of Rubric Capital Management LP at a purchase price of $116.00 per share for an aggregate purchase price of $280 million and retired the shares. There were de minimis transaction costs associated with this repurchase.

In July 2024, a former executive exercised equity-classified warrants to 457,142 shares of the Company’s common stock in a non-cash transaction. After giving effect to tax impacts, the Company issued 160,289 shares of the Company’s common stock.

As of August 13, 2024, the Company has 51,001,450 shares of common stock outstanding.

See Note 15 in Notes to the Interim Financial Statements for more information related to share repurchases and the retirement of treasury stock.

PJM 2025/2026 Base Residual Auction

In July 2024, PJM reported the results of the PJM Base Residual Auction for the 2025/2026 planning year. Talen cleared a total of 6,820 MW at a clearing price of $269.92 per MW-day for the MAAC, PPL, and PSEG locational deliverability areas.

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 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.

Term Loan 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 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.

ERCOT Sale

In March 2024, the Company and CPS Energy entered into an agreement for CPS Energy to acquire the Company’s 1,710 MW Texas generation portfolio located within the ERCOT market for $785 million, subject to customary net working capital adjustments. The sale closed in May 2024. A net gain of $563 million is presented as “Gain (loss) on sale of assets, net” on the Consolidated Statements of Operations.