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EX-99.1 - EXHIBIT 99.1 - Talen Energy Corp | exhibit991pressreleasete.htm |
8-K - 8-K - Talen Energy Corp | tln102020168k.htm |
Contacts: Media Relations – George C. Lewis, 610-774-4687
Investor Relations – Andy Ludwig, 610-774-3389
Talen Energy-Riverstone Merger Agreement Approved by FERC
ALLENTOWN, Pa., (Oct. 19, 2016) – The Federal Energy Regulatory
Commission (FERC) issued an order today approving the proposed merger of Talen
Energy Corporation (NYSE: TLN) with an affiliate of Riverstone Holdings LLC, a private
investment firm.
FERC concluded that the merger would not have a detrimental effect on
competitive wholesale power markets. The order approving the transaction contains no
substantive conditions that the two parties must meet.
The merger agreement was announced on June 3, 2016. Talen Energy
stockholders approved the proposed merger at a special meeting of stockholders on
Oct. 6, 2016.
An application to approve the transaction is pending before the Nuclear
Regulatory Commission. The transaction remains on schedule to close by the end of
2016, subject to receipt of NRC approval 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
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
Exhibit 99.2
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; 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 dual-fuel project; 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.