SEC Comment Letter for Talen Energy (TLN) — Sep 30, 2015
Talen Energy Corp
Date: Sept. 30, 2015 · CIK: 0001622536 · Accession: 0000000000-15-047881
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File numbers found in text: 333-207033
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Mail Stop 3561 September 29, 2015 Paul A. Farr President and Chief Executive Officer Talen Energy Corporation 835 Hamilton Street Suite 150 Allentown, PA 18101 -1179 Re: Talen Energy Corporation Registration Statement on Form S-1 Filed September 18, 2015 File No. 333-207033 Dear Mr. Farr: This is to advise you that we have not reviewed and will not review your registration statement. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In the event you request acceleration of the effective date of the pending regist ration statement , please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any act ion with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of th e disclosure in the f iling; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Paul A. Farr Talen Energy Corporation September 29, 2015 Page 2 Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities unde r the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities . Please contact Dean Brazier, Staff Attorney, at (202) 551 -3485 with any questions. Sincerely, /s/ Lisa M. Kohl for Mara Ranso m Assistant Director Office of Consumer Products cc: Andrew R. Keller