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United States securities and exchange commission logo
January 16, 2024
Mark McFarland
Chief Executive Officer
Talen Energy Corporation
2929 Allen Pkwy, Suite 2200
Houston, TX 77019
Re: Talen Energy
Corporation
Amendment No. 2 to
the Draft Registration Statement on Form S-1
Submitted December
13, 2023
CIK No. 0001622536
Dear Mark McFarland:
We have reviewed your amended draft registration statement and have
the following
comments.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to this
letter and your amended
draft registration statement or filed registration statement, we may
have additional comments.
Amendment No. 2 to the Draft Registration Statement on Form S-1
General
1. We note your response
to prior comment 5 that in connection with the Company s
emergence from
bankruptcy, it issued 59,028,843 shares of common stock to the holders
of certain creditor
claims and separately pursuant to a rights offering conducted in
connection with the
bankruptcy process, and your response that some of the shares were
issued in reliance on
the exemption from registration provided in Section 1145 of the
Bankruptcy Code and the
other shares were issued in reliance on the exemption from
registration provided
by Section 4(a)(2) of the Securities Act. We also note your related
disclosure under Item
15, Recent Sales of Unregistered Securities. With respect to the
50,160,694 shares to be
resold under this registration statement, please tell us how many
shares were issued in
each of the following categories:
Mark McFarland
Talen Energy Corporation
January 16, 2024
Page 2
to holders of claims under TES s Prepetition Unsecured Notes
and PEDFA 2009A
Bonds in satisfaction of such claims in reliance on the exemption
from registration
provided in Section 1145 of the Bankruptcy Code;
to Riverstone and Talen MidCo LLC and certain of their
respective designees in
connection with the settlement of certain claims in reliance on
the exemption from
registration provided by Section 4(a)(2);
to holders of claims under TES s Prepetition Unsecured Notes
and PEDFA 2009A
Bonds pursuant to the rights offering, in reliance on the
exemption from registration
provided in Section 1145 of the Bankruptcy Code; and
to holders of claims under TES s Prepetition Unsecured Notes
and PEDFA 2009A
Bonds pursuant to the rights offering, in reliance on the
exemption from registration
provided by Section 4(a)(2).
In addition, please tell us how many shares in each such category were
issued to entities
affiliated with Rubric Capital Management LP, the holder of
approximately 23% of your
outstanding common stock.
2. Please revise to clarify the nature of the selling stockholders
rights under the registration
rights agreement and stockholders agreement. In addition, please tell
us whether the
company is seeking to undertake this initial public offering pursuant
to the registration
rights agreement or pursuant to rights exercised under the
stockholders agreement to
require the company to pursue and consummate an initial public
offering or otherwise.
3. Please provide more detail regarding the company s intention to
uplist to the Nasdaq
Global Select Market. Additionally, please tell us the listing
standard you intend to rely
upon in listing your common stock and explain whether and how you
intend to meet
Nasdaq s initial listing requirements, including whether and how
this registration
statement would assist the company in meeting such listing
requirements.
4. Please identify any selling stockholder that is a registered
broker-dealer or an affiliate of a
registered broker-dealer. Please note that a registration statement
registering the resale of
shares being offered by a broker-dealer must identify the broker-dealer
as an underwriter
if the shares were not issued as underwriting compensation. For a
selling stockholder that
is an affiliate of a broker-dealer, your prospectus must state, if true,
that: (1) the seller
purchased the securities in the ordinary course of business; and (2) at
the time of purchase
of the securities you are registering for resale, the seller had no
agreements or
FirstName LastNameMark McFarland
understandings, directly or indirectly, with any person, to distribute
the securities. If you
Comapany NameTalen
are unable to makeEnergy
theseCorporation
statements in the prospectus, please
disclose that the selling
Januarystockholder
16, 2024 Pageis an2 underwriter.
FirstName LastName
Mark McFarland
FirstName LastNameMark
Talen Energy Corporation McFarland
Comapany
January 16,NameTalen
2024 Energy Corporation
January
Page 3 16, 2024 Page 3
FirstName LastName
5. We note your revised disclosure on page 130. Please revise to identify
the Exchange and
clarify whether your bitcoin and private keys are held in hot or cold
storage pursuant to
your custodial agreement with the Exchange.
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 Laura Nicholson at 202-551-3584 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Energy
& Transportation
cc: Anthony Sanderson