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United States securities and exchange commission logo
April 18, 2024
Mark McFarland
Chief Executive Officer
Talen Energy Corporation
2929 Allen Pkwy, Suite 2200
Houston, TX 77019
Re: Talen Energy
Corporation
Amendment No. 4 to
Draft Registration Statement on Form S-1
Submitted April 4,
2024
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. Unless we note otherwise, any references to prior comments are
to comments in our
February 27, 2024 letter.
Amendment No. 4 to Draft Registration Statement on Form S-1
Prospectus Summary, page 1
Recent Developments - Cumulus Data Campus Sale, page 8
1. We note you disclosed
herein, and in MD&A on page 49, that on March 1, 2024, you
completed disposition
of certain assets of Cumulus Data, which included your zero-carbon
data campus currently
being developed adjacent to your Susquehanna nuclear power
facility, to Amazon Web
Services, Inc. (AWS) for gross proceeds of $650 million,
$300 million of which
is to be held in escrow until the achievement of development
milestones that are
expected to be achieved in 2024.
Mark McFarland
Talen Energy Corporation
April 18, 2024
Page 2
You further disclosed that in connection with the data campus sale, you
entered into a
power purchase agreement (PPA) with AWS, pursuant to which you will
supply carbon-
free power from your Susquehanna facility to the data campus, including
fixed-price
power commitments over several years.
Please expand your disclosures to describe the development milestones,
the probability of
achieving them in 2024, and the consequences if none or not all of them
are achieved in
2024. Additionally, discuss other salient terms of the PPA, including the
PPA contractual
duration, delivery volumes and values by year and in total to the extent
known or
reasonably estimable, clarifying any minimum firm commitments, options,
contingencies,
limitations or uncertainties associated with the PPA.
Management, page 96
2. Please revise your filing to disclose the period during which Mr.
Berryman has served as
senior vice president and Chief Nuclear Officer. Refer to Item 401(b) of
Regulation S-K.
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
April 18, 2024 Page 2
cc: Anthony Sanderson
FirstName LastName