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United States securities and exchange commission logo
November 8, 2023
Mark McFarland
Chief Executive Officer
Talen Energy Corporation
2929 Allen Pkwy, Suite 2200
Houston, TX 77019
Re: Talen Energy
Corporation
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted October
24, 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. 1 to Draft Registration Statement on Form S-1
Risk Factors, page 17
1. To the extent material
to understand the risks associated with your business, please add
risk factor disclosure
that addresses the risks related to bitcoin and the bitcoin network,
including, for example:
Regulatory risks
related to the business of bitcoin mining;
The risk of theft
of private keys from hacking;
The risk that
rewards for mining bitcoin are designed to decline over time.
Mark McFarland
FirstName LastNameMark
Talen Energy Corporation McFarland
Comapany 8,
November NameTalen
2023 Energy Corporation
November
Page 2 8, 2023 Page 2
FirstName LastName
Growth and Strategic Risks
Our interest in and operation of a Bitcoin mining facility subject us to
certain risks, page 34
2. Please revise the last risk factor on page 34 that continues on page
35 to provide
quantitative information regarding the volatility of bitcoin.
Principal and Selling Stockholders, page 133
3. Please disclose the natural persons that hold investment and/or voting
power of the shares
owned by Monarch Alternative Capital LP.
Description of Capital Stock, page 141
4. We note your response to prior comment 7, and your revised disclosure
that the exclusive
forum provision in your Charter "may 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
exclusive jurisdiction. Please revise to clearly disclose whether the
company intends for
the exclusive forum provision to apply to actions arising under the
Exchange Act.
General
5. We note the nature of the offering and size of the transaction
relative to the number of
outstanding shares held by non-affiliates. Please provide us with an
analysis of your basis
for determining that it is appropriate to characterize the transaction
as a secondary offering
under Securities Act Rule 415(a)(1)(i). For guidance, please see
Question 612.09 of the
Securities Act Rules Compliance and Disclosure Interpretations.
6. We note your disclosure on page 4 regarding the expansion of the
Cumulus Data Center
Campus. Please revise to disclose whether you intend to host
additional crypto mining
entities, and, if so, disclose whether you have plans to host
third-party crypto mining
entities, your own crypto mining operations, and/or additional miners
owned by Nautilus.
7. Refer to your response to comment 14. Please expand your disclosure on
page 128 to
describe the rights and obligations of both Cumulus Coin and TeraWulf
under the
Nautilus joint venture agreement, and disclose the term and
termination provisions of the
joint venture agreement.
8. Refer to your response to comment 14. To the extent material to
understanding your
business and results of operations, please revise to disclose the
number of bitcoin miners
hosted, the average age of the miners, the degree to which the miners
are insured, the fees
associated with participating in the mining pool, a detailed
description of how the mined
bitcoin is valued, stored, insured and monetized (e.g., whether the
bitcoin is exchanged for
U.S. dollars on a crypto asset exchange and whether Nautilus has an
agreement with any
exchanges). Similarly, to the extent material, revise to include a
breakeven analysis for the
bitcoin mining operations of the joint venture that compares the costs
to earn/mine one
bitcoin with the market value of one bitcoin. The breakeven analysis
should address all
Mark McFarland
Talen Energy Corporation
November 8, 2023
Page 3
relevant operating costs, such as the costs of purchasing and financing
the relevant
equipment and the cost of the lease.
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,
FirstName LastNameMark McFarland
Division of
Corporation Finance
Comapany NameTalen Energy Corporation
Office of Energy &
Transportation
November 8, 2023 Page 3
cc: Anthony Sanderson
FirstName LastName