ALLENTOWN, Pa., Dec. 6, 2016 /PRNewswire/ -- Talen Energy
Corporation (NYSE: TLN), a competitive energy and power generation
company that owns or controls 16,000 megawatts of capacity in eight
states, today reported the completion of its merger with an
affiliate of Riverstone Holdings LLC, which was initially announced
on June 3, 2016. Talen Energy
Corporation common stock ceased trading on the New York Stock
Exchange before the commencement of trading on December 6, 2016 and will be delisted from the
NYSE.
Under the terms of the merger agreement, which was adopted by
Talen Energy Corporation stockholders at a special meeting on
October 6, 2016, Talen Energy
Corporation stockholders will receive $14 in cash for each share of common stock they
owned immediately prior to the effective time of the merger.
Ralph Alexander has been named
President and Chief Executive Officer of Talen Energy, effective
immediately. When asked about his appointment, Mr. Alexander said,
"I look forward to leading our team of experienced professionals
and continuing our legacy of efficiently generating safe, reliable
energy for our customers."
Stockholders of record and stockholders who hold shares through
a bank or broker generally will not need to take any action for
their shares to be converted into cash because the conversion will
be handled automatically by Talen Energy Corporation's transfer
agent or their bank or broker, respectively. In certain limited
instances, Talen Energy Corporation's transfer agent or the
requisite bank or broker, as applicable, will notify stockholders
if additional information is required before they may receive the
merger consideration.
Financial and Legal Advisors
Citibank served as financial advisor to Talen Energy in the
transaction, and Kirkland & Ellis LLP served as Talen Energy's
legal advisor. Goldman, Sachs & Co. and RBC Capital Markets
served as financial advisors to Riverstone. Wachtell, Lipton, Rosen
& Katz and Vinson & Elkins LLP served as Riverstone's legal
advisors for the transaction.
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 Holdings LLC
Riverstone Holdings 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 over $33
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: 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, June 30, 2016 and September 30, 2016, and its other reports on file
with the SEC.
Media contact:
Todd L. Martin
(570) 542-2881
todd.martin@talenenergy.com
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SOURCE Talen Energy Corporation