UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 13, 2024
Talen Energy Corporation
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-37388 | | 47-1197305 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
2929 Allen Pkwy, Suite 2200
Houston, TX 77019
(Address of principal executive offices) (Zip Code)
(888) 211-6011
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, par value $0.001 per share | | TLN | | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement
On December 13, 2024, Talen Energy Supply, LLC (the “Borrower”), a direct subsidiary of Talen Energy Corporation (the “Company”), amended its credit agreement to provide for an incremental Term Loan B credit facility (the “Credit Agreement Amendment”). Pursuant to the Credit Agreement Amendment, the Borrower obtained a new incremental tranche of $850 million aggregate principal amount of senior secured Term B loans (the “Incremental Term B Loans”).
As more fully described in Item 8.01 of this Current Report on Form 8-K (this “Report”), the Company used the proceeds from the Incremental Term B Loans, together with cash on hand, to repurchase (the “Repurchase”) shares of its outstanding common stock, par value $0.001 per share (“Common Stock”) from affiliates of Rubric Capital Management LP (collectively, “Rubric”).
The Incremental Term B Loans will bear interest at a rate per annum equal to either (1) a fluctuating rate equal to the highest of (A) the rate published by the Federal Reserve Bank of New York in effect on such day, plus 0.50%, (B) the rate of interest per annum publicly announced from time to time by The Wall Street Journal as the “Prime Rate” in the United States, and (C) Term SOFR (as defined in the Credit Agreement Amendment) for the applicable interest period plus the Applicable ABR Margin (as defined in the Credit Agreement Amendment) or (2) the relevant Applicable Term SOFR Margin (as defined in the Credit Agreement Amendment) plus the Adjusted Term SOFR Rate (as defined in the Credit Agreement Amendment).
The Incremental Term B Loans have a final maturity date of December 13, 2031, and are subject to the same representations and warranties, guarantees, affirmative covenants, negative covenants and customary events of default as the Borrower’s existing senior secured Term Loan B due in 2030.
This description of the Credit Agreement Amendment is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Credit Agreement Amendment, which is filed as Exhibit 10.1 to this Report.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosures under Item 1.01 of this Report are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On December 13, 2024, the Company issued a press release announcing the closing of the Incremental Term B Loans and the Repurchase, as further described in Items 1.01 and 8.01 of this Report. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.
The information 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, or otherwise subject to the liabilities of that Section. The information under this Item 7.01 and in Exhibit 99.1 to this Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
Item 8.01. Other Events.
On December 13, 2024, the Company closed the Repurchase, pursuant to which the Company repurchased $1.0 billion in aggregate purchase price of shares of Common Stock from Rubric.
The Repurchase was priced at a 4% discount to a 15-day volume weighted-average price of the Common Stock prior to the closing of the Repurchase, resulting in the repurchase of 4,893,507 total shares of Common Stock at a price of $204.35 per share. Following the Repurchase, 45,961,910 shares of Common Stock remain outstanding.
Common Stock repurchased using the proceeds from the Incremental Term B Loans was incremental to the Company’s previously announced share repurchase program (the “Repurchase Program”). The additional shares repurchased with $150 million of cash on hand used capacity under the Repurchase Program, leaving approximately $1.08 billion of remaining capacity available under the Repurchase Program through 2026.
This description of the Repurchase is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the full text of the repurchase agreement with Rubric, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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| Exhibit No. | Description. |
| 10.1 | |
| 99.1 | |
| 104 | Cover Page Interactive Data File (cover page XBRL tags embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | TALEN ENERGY CORPORATION |
| Date: | December 13, 2024 | By: | /s/ Terry L. Nutt |
| | Name: | Terry L. Nutt |
| | Title: | Chief Financial Officer |
