SEC Comment Letter for Talen Energy (TLN) — Apr 9, 2015
Talen Energy Corp
Date: April 9, 2015 · CIK: 0001622536 · Accession: 0000000000-15-020429
AI Filing Summary & Sentiment
File numbers found in text: 333-199888
Letter
April 9 , 2015 Paul A. Farr Chief Executive Officer Talen Energy Corporation 835 W. Hamilton Street Allentown, PA 18101
Re: Talen Energy Corporation Amendment No. 2 to Registration Statement on Form S-1 Filed March 18, 2015 File No. 333-199888
Dear Mr. Farr :
We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an ame ndment 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 these comments, we may have additional comments.
General
1. We note that Article XI of your Amended and Restated Certificate of Incorporation, filed as Exhibit 3.1, includes an exclusive forum provision. Please i nclude disclosure on page 208 and the risk factor section, regarding this exclusive forum provision and discuss the effect of such provision on investors.
Pro Forma Condensed Combined Balance Sheet, page 98
2. We note the pro forma financial statements include the anticipated disposal of certain generating facilities for cash at carrying value as disclosed in Note 2, pro forma adjustment (c) on page 104. As a result, we are unable to reconcile the net pro forma cash and cash equivalents of $712 million. Please revise the cash and cash equivalent pro forma adjustments to depict cash on a gross basis rather than a net basis.
Paul A. Farr Talen Energy Corporation April 9 , 2015 Page 2
Note 3. Items Excluded from the Unaudited Pro Forma Financial Information and Unusual Items, page 105
3. Please tell us your consideration of including a pro forma adjustment for the planned distribution from Energy Supply to PPL. In this regard, we note th e pro forma adjustment made to reflect the expected distribution by RJS Power in the amount of $55 million and that the terms of the agreements appear to provide for distributions, within certain limits, by both Energy Supply and RJS Power. Reference is m ade to SAB Topic 1:B.
You may contact Yolanda Guobadia, Staff Accountant , at (202) 551 -3562 or Donna Di Silvio, Staff Accountant, at (202) -551-3202 if you have questions regarding comments on the financial statements and re lated matters. Please contac t Jennifer López, Staff Attorney, at (202) 551-3792, or me at (202) 551 -3720 with any other questions.
Sincerely,
/s/ Mara L. Ransom
Show Raw Text
April 9 , 2015
Paul A. Farr
Chief Executive Officer
Talen Energy Corporation
835 W. Hamilton Street
Allentown, PA 18101
Re: Talen Energy Corporation
Amendment No. 2 to Registration Statement on Form S-1
Filed March 18, 2015
File No. 333-199888
Dear Mr. Farr :
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information . If you do not believe our comments apply to your facts and
circumstances or do not believe an ame ndment 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 these comments, we may have additional comments.
General
1. We note that Article XI of your Amended and Restated Certificate of Incorporation, filed
as Exhibit 3.1, includes an exclusive forum provision. Please i nclude disclosure on page
208 and the risk factor section, regarding this exclusive forum provision and discuss the
effect of such provision on investors.
Pro Forma Condensed Combined Balance Sheet, page 98
2. We note the pro forma financial statements include the anticipated disposal of certain
generating facilities for cash at carrying value as disclosed in Note 2, pro forma
adjustment (c) on page 104. As a result, we are unable to reconcile the net pro forma
cash and cash equivalents of $712 million. Please revise the cash and cash equivalent pro
forma adjustments to depict cash on a gross basis rather than a net basis.
Paul A. Farr
Talen Energy Corporation
April 9 , 2015
Page 2
Note 3. Items Excluded from the Unaudited Pro Forma Financial Information and Unusual
Items, page 105
3. Please tell us your consideration of including a pro forma adjustment for the planned
distribution from Energy Supply to PPL. In this regard, we note th e pro forma
adjustment made to reflect the expected distribution by RJS Power in the amount of $55
million and that the terms of the agreements appear to provide for distributions, within
certain limits, by both Energy Supply and RJS Power. Reference is m ade to SAB Topic
1:B.
You may contact Yolanda Guobadia, Staff Accountant , at (202) 551 -3562 or Donna Di
Silvio, Staff Accountant, at (202) -551-3202 if you have questions regarding comments on the
financial statements and re lated matters. Please contac t Jennifer López, Staff Attorney, at (202)
551-3792, or me at (202) 551 -3720 with any other questions.
Sincerely,
/s/ Mara L. Ransom
Mara L. Ransom
Assistant Director
cc: Andrew R. Keller, Esq.
Simpson Thacher & Bartlett LLP