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July 2, 2024
Mark A. McFarland
Chief Executive Officer
Talen Energy Corporation
2929 Allen Pkwy, Suite 2200
Houston, TX 77019
Re: Talen Energy Corporation
Registration Statement on Form S-1
Filed June 20, 2024
Amendment No. 1 to Registration Statement on Form S-1
Filed July 2, 2024
File No. 333-280341
Dear Mark A. McFarland:
We have reviewed your registration statement and have the following
comments.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies to your facts
and circumstances
or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Principal and Selling Stockholders, page 140
1. Please revise to disclose the natural person or persons who exercise
voting or dispositive
control over the shares beneficially owned by Aventail Capital Group,
LP, Brown
Advisory LLC and Mirabella Financial Services LLP. Refer to Item 507 of
Regulation S-
K. For additional guidance, refer to Question 140.02 of our Regulation
S-K Compliance
and Disclosure Interpretations.
General
2. We note your disclosure on page 160 that your selling securityholders
may sell their
securities in one or more underwritten offerings on a firm commitment or
best efforts
basis. Please confirm your understanding that the retention by a selling
stockholder of an
underwriter would constitute a material change to your plan of
distribution requiring a
July 2, 2024
Page 2
post-effective amendment. Refer to your undertaking provided pursuant to
Item
512(a)(1)(iii) of Regulation S-K.
3. We note your disclosure on page 151 that the exclusive forum provision
in your charter
will not apply to suits brought to enforce any duty or liability created
by the Exchange Act
or any other claim for which the federal courts have jurisdiction.
Please revise Exhibit 3.1
to ensure that the exclusive forum provision states this clearly, or
tell us how you will
inform investors in future filings that the provision does not apply to
any actions arising
under the Exchange Act.
4. Disclose whether your offering is contingent upon final approval of your
Nasdaq listing
on your cover page.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Yolanda Guobadia at 202-551-3562 or Lily Dang at
202-551-3867 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Michael Purcell at 202-551-5351 or Karina Dorin at 202-551-3763 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Energy &
Transportation