Talen Energy (TLN) advances $3.79B gas plant buys and $1.2B loan

Rhea-AI Filing Summary

Talen Energy Corporation provided an update on major financing and acquisitions. Its subsidiary Talen Energy Supply priced a new $1.2 billion senior secured term loan B, with interest set at the Secured Overnight Financing Rate plus 200 basis points.

The company also reiterated plans to buy the 1,045 MW Freedom Energy Center for $1.46 billion and the 1,836 MW Guernsey Power Station for $2.33 billion, both natural gas-fired plants. After discussions with the U.S. Department of Justice, Talen withdrew and will refile its antitrust notification to restart the review period and provide more information. Either party may terminate if a deal is not closed by July 17, 2026, extendable to January 17, 2027 for pending approvals, with potential termination fees of about $63 million for Freedom and $100 million for Guernsey. The company currently expects both acquisitions to close in the first quarter of 2026, but closing is not assured.

Insights

Credit and capital structure analyst

Large gas plant acquisitions and new debt reshape Talen’s balance sheet, with timing and regulatory risk still in play.

Talen Energy is pursuing two sizeable natural gas generation acquisitions: Freedom for $1.46 billion and Guernsey for $2.33 billion. To support its capital structure, subsidiary Talen Energy Supply priced a $1.2 billion senior secured term loan B at SOFR plus 200 basis points, indicating a reliance on leveraged financing.

Both deals depend on antitrust and regulatory approvals. After discussions with the U.S. Department of Justice, Talen withdrew and will refile its Hart‑Scott‑Rodino application, restarting the 30‑day review period and providing more information voluntarily. This adds procedural complexity but keeps the transactions moving through the established process.

The purchase agreements allow termination if closing has not occurred by July 17, 2026, automatically extending to January 17, 2027 if approvals are still pending. Under certain conditions, Talen could owe termination fees of roughly $63 million for Freedom and $100 million for Guernsey, which would be a meaningful cost if either deal ultimately fails. The company currently expects both acquisitions to close in the first quarter of 2026, though it explicitly notes that completion is not guaranteed.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 9, 2025

Talen Energy Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-37388

47-1197305

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS Employer Identification No.)

2929 Allen Pkwy, Suite 2200

Houston, TX 77019

(Address of principal executive offices) (Zip Code)

(888) 211-6011

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

TLN

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

Senior Notes Offerings

On October 9, 2025, Talen Energy Corporation (the “Company”) issued a press release announcing that Talen Energy Supply, LLC (“TES”), a direct wholly owned subsidiary of the Company, was proposing to offer and sell (the “Offerings”), subject to market and other conditions, senior notes due 2034 and senior notes due 2036 in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

A copy of the press release announcing the launch of the Offerings is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Term Loan B Facility

On October 9, 2025, TES successfully allocated and priced its previously announced $1.2 billion senior secured term loan B credit facility (the “New Term Loan B Facility”). The applicable rate for the New Term Loan B Facility will be the Secured Overnight Financing Rate plus 200 basis points.

The information provided under this Item 7.01 and in Exhibit 99.1 hereto is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or the Exchange Act.

Item 8.01 Other Events.

Acquisition Update

As previously announced, on July 17, 2025, the Company, through its wholly owned subsidiary, Talen Generation, LLC (“Talen Generation”), entered into two purchase and sale agreements (collectively, the “Purchase Agreements”) with affiliates of Caithness Energy, L.L.C. pursuant to which Talen Generation agreed to purchase (i) the Freedom Energy Center, a 1,045 MW (summer rating) natural gas fired combined cycle generation plant located in Luzerne County, Pennsylvania, for $1.46 billion in cash (the “Freedom Acquisition”); and (ii) the Guernsey Power Station, a 1,836 MW (summer rating) natural gas fired combined cycle generation plant located in Guernsey County, Ohio, for $2.33 billion in cash (the “Guernsey Acquisition” and, together with the Freedom Acquisition, the “Acquisitions”), in each case as adjusted in accordance with the applicable Purchase Agreement.

Each Acquisition is subject to the satisfaction of customary closing conditions, including the expiration or termination of the waiting period pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”), and regulatory approvals from the U.S. Federal Energy Regulatory Commission (“FERC”) and other regulatory agencies. These regulatory filings have all been made and are now pending at the agencies. On October 9, 2025, after discussions with U.S. Department of Justice (“DOJ”) regarding the Company’s pending HSR application in connection with the Acquisitions, the Company determined it prudent to withdraw the application and promptly refile to restart the thirty-day review period, and provide additional information to the DOJ voluntarily. The Purchase Agreements provide that either the Company or the Sellers can terminate the applicable agreement if the respective Acquisition is not completed by 11:59 p.m. (New York City time) on July 17, 2026 (which will be automatically extended to 11:59 p.m. (New York City time) on January 17, 2027 in the case of pending antitrust or regulatory approvals (such date, as extended, the “Outside Date”)). Under certain circumstances pursuant to the terms of the applicable Purchase Agreement, the Company may be required to pay the Sellers a termination fee of approximately $63 million in the case of Freedom and $100 million in the case of Guernsey if the applicable Acquisition is not consummated.

The Acquisitions are currently both expected to close in the first quarter of 2026, subject to receipt of regulatory approvals and expiration of regulatory waiting periods. There can be no assurances that the conditions to the consummation of either Acquisition will be satisfied or that either Acquisition will be consummated on the terms agreed to, or at all.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.			Description.
99.1			Press Release announcing the launch of the Offerings dated October 9, 2025.
104			Cover Page Interactive Data File (cover page XBRL tags embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

									TALEN ENERGY CORPORATION
Date:			October 10, 2025			By:			/s/ Terry L. Nutt
						Name:			Terry L. Nutt
						Title:			Chief Financial Officer

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FAQ

What major acquisitions is Talen Energy (TLN) currently pursuing?

Talen Energy, through Talen Generation, agreed to buy the Freedom Energy Center for $1.46 billion and the Guernsey Power Station for $2.33 billion. Both are large natural gas-fired combined cycle plants totaling 2,881 MW of summer-rated capacity in Pennsylvania and Ohio.

How is Talen Energy financing its growth and acquisitions?

Talen Energy Supply priced a new $1.2 billion senior secured term loan B facility. The loan’s interest rate is the Secured Overnight Financing Rate plus 200 basis points, providing substantial debt financing support as the company pursues two multibillion-dollar natural gas power plant acquisitions.

What is the current regulatory status of Talen Energy’s Freedom and Guernsey acquisitions?

Both acquisitions require antitrust clearance under the Hart-Scott-Rodino Act and approvals from FERC and other regulators. Talen has filed the necessary applications and, after discussions with the Department of Justice, withdrew and will promptly refile its HSR notification to restart the 30-day review period.

When does Talen Energy expect the Freedom and Guernsey deals to close?

Talen currently expects both the Freedom and Guernsey acquisitions to close in the first quarter of 2026. Actual closing depends on receiving required regulatory approvals and expiration of applicable waiting periods, and the company cautions that completion on agreed terms is not assured.

What are the outside dates and termination fee risks for Talen Energy’s acquisitions?

Either party may terminate the purchase agreements if the respective acquisition is not completed by July 17, 2026, extendable to January 17, 2027 for pending approvals. Under certain conditions, Talen may owe termination fees of about $63 million for Freedom and $100 million for Guernsey.

What did Talen Energy disclose about new senior notes offerings?

Talen Energy said subsidiary Talen Energy Supply is proposing private offerings of senior notes due 2034 and 2036. These notes would be sold in transactions exempt from Securities Act registration, with further details described in a related press release furnished as Exhibit 99.1.