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8-K - 8-K - Talen Energy Corp | tln10132016_8k.htm |
Contacts: Media Relations, George Lewis, 610-774-4687
Investor Relations, Andy Ludwig, 610-774-3389
Talen Energy Stockholders Approve
Acquisition by Affiliates of Riverstone Holdings LLC
ALLENTOWN, Pa. (Oct. 6, 2016) – Talen Energy Corporation (NYSE: TLN)
(“Talen Energy” or “the Company”) announced today the results of a special meeting of
stockholders held to, among other things, approve a proposed merger of the Company
with and into an affiliate of Riverstone Holdings LLC (“Riverstone”), a private investment
firm, for cash consideration of $14.00 per share of Talen Energy common stock.
Stockholders approved all proposals put forward at the meeting. The required
vote of a majority of Talen Energy stockholders not affiliated with Riverstone was
obtained, satisfying a condition under the merger agreement.
Results of stockholder voting will be filed with the Securities and Exchange
Commission by Oct. 13, 2016.
The signing of the merger agreement was announced on June 3, 2016. The
parties have been granted early termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act and received an order from the New York
Public Service Commission on Sept. 19, 2016 approving the transaction as it applies to
Talen Energy’s ownership and operation of the Athens power plant.
Applications to approve the transaction remain pending before the Federal
Energy Regulatory Commission and the Nuclear Regulatory Commission.
The transaction remains on schedule to close by the end of 2016, subject to
receipt of required regulatory approvals and satisfaction of other customary closing
conditions.
About Talen Energy
Talen Energy is one of the largest competitive energy and power generation
companies in North America. The company owns or controls 16,000 megawatts of
generating capacity in well-developed, structured wholesale power markets, principally
Exhibit 99.1
in the Northeast, Mid-Atlantic and Southwest regions of the United States. For more
information, visit www.talenenergy.com.
About Riverstone
Riverstone is an energy and power-focused private investment firm founded in
2000 by David M. Leuschen and Pierre F. Lapeyre, Jr. with approximately $34 billion of
equity capital raised. Riverstone conducts buyout and growth capital investments in the
exploration & production, midstream, oilfield services, power and renewable sectors of
the energy industry. With offices in New York, London, Houston and Mexico City, the
firm has committed approximately $30 billion to more than 120 investments in North
America, Latin America, Europe, Africa and Asia. Visit www.riverstonellc.com for more
information.
Forward-Looking Information
Statements contained in this news release are "forward-looking statements" within the
meaning of the federal securities laws. These statements often include such words as
"believe," "expect," "anticipate," "intend," "plan," "estimate," "target," "project,"
"forecast," "seek," "will," "may," "should," "could," "would" or similar expressions.
Although Talen Energy and its subsidiaries believe that the expectations and
assumptions reflected in these forward-looking statements are reasonable, these
statements are subject to a number of risks and uncertainties, and actual results may
differ materially from the results discussed in the statements. Among the important
factors that could cause actual results to differ materially from the forward-looking
statements are: failure to complete the Merger as a result of the failure to obtain
necessary regulatory approvals or otherwise; the payment by Talen Energy of a
termination fee if the Merger Agreement is terminated in certain circumstances; the loss
of key customers and suppliers resulting from any uncertainties associated with the
Merger; the negative impact on the Talen Energy's business and the market price for
Talen Energy's common stock should the Merger not be consummated; ability to secure
final approval of the Colstrip settlement agreement from the federal court; adverse
economic conditions; changes in commodity prices and related costs; the effectiveness
of Talen Energy's risk management techniques, including hedging; accounting
interpretations and requirements that may impact reported results; operational, price
and credit risks in the wholesale and retail electricity markets; Talen Energy's ability to
forecast the actual load needed to perform full-requirements sales contracts; weather
conditions affecting generation, customer energy use and operating costs and
revenues; disruptions in fuel supply; circumstances that may impact the levels of coal
inventory that are held; the performance of transmission facilities and any changes in
the structure and operation of, or the pricing limitations imposed by, the RTOs and ISOs
that operate those facilities; blackouts due to disruptions in neighboring interconnected
systems; competition; federal and state legislation and regulation; costs of complying
with environmental and related worker health and safety laws and regulations; the
impacts of climate change; the availability and cost of emission allowances; changes in
legislative and regulatory policy; security and safety risks associated with nuclear
generation; Talen Energy's level of indebtedness; the terms and conditions of debt
instruments that may restrict Talen Energy's ability to operate its business; the
performance of Talen Energy's subsidiaries and affiliates, on which its cash flow and
ability to meet its debt obligations largely depend; the risks inherent with variable rate
indebtedness; disruption in financial markets; Talen Energy's ability to access capital
markets; acquisition or divestiture activities, and Talen Energy's ability to realize
expected synergies and other benefits from such business transactions, including in
connection with the completed MACH Gen acquisition; changes in technology; any
failure of Talen Energy's facilities to operate as planned, including in connection with
scheduled and unscheduled outages; Talen Energy's ability to optimize its competitive
power generation operations and the costs associated with any capital expenditures,
including the Brunner Island and Montour dual-fuel projects; significant increases in
operation and maintenance expenses; the loss of key personnel, the ability to hire and
retain qualified employees and the impact of collective labor bargaining negotiations;
war, armed conflicts or terrorist attacks, including cyber-based attacks; risks associated
with federal and state tax laws and regulations; any determination that the transaction
that formed Talen Energy does not qualify as a tax-free distribution under the Internal
Revenue Code; Talen Energy's ability to successfully integrate the RJS Power
businesses and to achieve anticipated synergies and cost savings as a result of the
spinoff transaction and combination with RJS Power; costs of complying with reporting
requirements as a newly public company and any related risks of deficiencies in
disclosure controls and internal control over financial reporting as a standalone entity;
and the ability of affiliates of Riverstone to exercise influence over matters requiring
Board of Directors and/or stockholder approval. Any such forward-looking statements
should be considered in light of such important factors and in conjunction with Talen
Energy's Form 10-K for the year ended December 31, 2015, Form 10-Q for the quarters
ended March 31, 2016 and June 30, 2016, and its other reports on file with the SEC.