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SEC Comment Letter for Talen Energy (TLN) — Sep 30, 2015

Talen Energy Corp
Date: Sept. 30, 2015 · CIK: 0001622536 · Accession: 0000000000-15-047881

AI Filing Summary & Sentiment

File numbers found in text: 333-207033

Date
September 29, 2015
Author
/s/ Lisa M. Kohl for
Form
UPLOAD
Company
Talen Energy Corp

Letter

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

Show Raw Text
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