SecProbe.io

Mail Stop 3561
July 25 , 2016

Paul A. Farr
Chief Executive Officer
Talen Energy Corporation
835 Hamilton Street, Suite 150
Allentown, PA 18101

Re: Talen Energy Corporation
 Preliminary Proxy Statement on Schedule 14A
Filed July 1 , 2016
  File No. 001-37388

  Schedule 13E -3 filed by Talen Energy Corporation, RJS Merger Sub Inc. ,
  RPH Parent LLC , CRJ Parent LLC , SPH Parent LLC , Raven Power
  Holdings LLC , C/R Energy Jade, LLC , Sapphire  Power Holdings LLC ,
  R/C Sapphire Power IP, L.P. , Riverstone/Carlyle Energy Partners II, L.P. ,
  R/C Renewable Energy GP II, LLC , Carlyle/Riverstone Global Energy
  and Power Fund III, L.P. , Carlyle/Riverstone Energy Partners III, L.P. ,
  C/R Energy GP III, LLC , Riverstone V Raven Holdings, L.P. , Riverstone
  Energy Partners V, L.P. , Riverstone Energy GP V, LLC , Riverstone
  Energy GP V Corp. , Pierre F. Lapeyre, Jr. , David M. Leuschen , and
  Riverstone Holdings LLC
Filed July 1, 2016
  File No. 005-89268

Dear Mr. Farr:

We have reviewed the above filings 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 l etter by amending your filings, providing the requested information,
or advising us when you will provide the requested response.  If you do not believe our comments
apply to your facts and circumstances or do not believe an amendment is appropriate, pleas ed tell
us why in your response.
After reviewing any response or amendment you may file in response to these comments,
we may have additional comments.

Paul A. Farr
Talen Energy Corporation
July 2 5, 2016
Page 2

 Schedule 13E3

General

1. We are in receipt of your request for confidential treatment in connection with  Exhibits
(c)(9), (c)(10), and (c)(11).  Comments, if any, will be issued in a separate letter.  Any
comments regarding your confidential treatment request must be resolved prior to the
mailing of your proxy statement.

Item 8. Fairness of the Transaction

2. We note your incorporation by reference of certain disclosure in the proxy statement,
including the “Position of the Parent Group and Riverstone as to the Fairness of the
Merger” and “Purpose and Reasons of the Parent Group and Riverstone for the Merger.”
We further no te that several filing persons identified  on the cover page of your Sche dule
13E-3 do not appear t o be captured by the definition of either Parent Group or
Riverstone.  As noted above, each filing person must individually comply with the
disclosure requirements of Schedule 13E -3.  Accordingly, please revise to ensure that all
required information is provided pursuant to this Item 8 and all other applicable items of
Schedule 13E -3.

Item 16. Exhibits.

3. Please revise to file the debt commitme nt letter.  Refer to Item 1016(b) of Regulation M -
A

Prelimi nary Proxy Statement on Schedule 14A

General

4. We note references throughout the proxy statement to the Riverstone Entities, which term
appears to include “related entities” of Parent Group and Ri verstone, as well as their
“respective affiliates.”  Please identify by name each of the “related entities” and
“respective affiliates.”

5. Throughout this proxy statement you refer to the merger consideration as representing a
premium of 56% above the closing price of the s hares on the last trading day prior to the
SparkSpread report on April 1, 2016.  Please balance your disclosure throughout the
proxy statement by including the merger consideration’s premium relative to the price per
share on the last  trading day prior to announcement of the merger, or advise as to why
you do not believe such disclosure is appropriate.

Paul A. Farr
Talen Energy Corporation
July 2 5, 2016
Page 3

 Summary Term Sheet

6. Please revise your disclosure in this section and in the “Questions and Answers” section
to shorten them and avoid duplication.  See Item 1001 of Regulation M -A.

7. Under “Vote Required” you indicate that approval of the merger agreement requires the
affirmative vote of holders of a majority of the shares owned by unaffiliated stockholders.
How ever, on page 2 of the Notice of Special Meeting, you state approval of the merger
agreement requires the affirmative vote of holders of a majority of shares that are
beneficially owned “by the holders of the shares other than Riverstone, its related entit ies
and any of their respective affiliates.”  Please revise to clarify  and provide consistent
disclosure .  Please also disclose here the aggregate number of outstanding shares and
relative percentage owned by all affiliated stockholders.

Special Factors

Background of the Merger, page 19

8. We note your disclosure regarding Riverstone’s right to designate for election three
members of your Board pursuant to the Stockholder Agreement.  Please disclose any
additional material provisions of the Stockholder Ag reement.  Refer to Item 1005(e)  of
Regulation M -A.

9. You state that on  each of January 11, 2016 and  January 14, 2016, the Dis interested
Directors discussed “ potential value creating options ” that the company could pursue and
assoc iated benefits and risks.   Please revise your disclosure to more fully explain the
foregoing options and associated benefits and risks considered .  Please refer to Item
1013(b) of Regulation M -A.

10. You state that after discussions on January 14, 2016, “the Disinterested Directors
determined that Riverstone’s proposal of $11.00 per Share undervalued the Company”
and Mr. Graham later advised a representative of Riverstone that a “price increase to
$13.00 per Share would be required for the Disinterested Directors to change their
conclusion and authorize further engagement.”  Please enhance your disclosure to
describe the factors considered by the Disinterested Directors in reaching the
determination that $11.00 per share undervalued the company and how the Disinterested
Directors arr ived at the $13.00 per share price.

11. You indicate that following the SparkSpread report, Party B contacted Citi regarding
interest i n the company.  Please disclose  the date Party B first contacted Citi and describe
the nature of the ensuing conversations be tween such parties.

12. Please briefly elaborate upon the way in which the results of the PJM Auction impacted
the May Forecasts.

Paul A. Farr
Talen Energy Corporation
July 2 5, 2016
Page 4

 13. We note that following review of the May Forecasts, the Disinterested Directors
determined that “Riverstone’s proposed price of $13.00 per Share undervalued the
Company .”  Please enhance your disclosure to describe the specific factors considered by
the Disinterested Directors, including receipt of the PJM Auction results, in reaching the
determination that $13.00 per share underva lued the company but that “a purchase price
of $14.00 per Share would be acceptable.”

Recommendation of the Board; Fairness of the Merger, page 33

14. We note that the Disinterested Directors considered Citi’s opinion regarding the fairness
of the transactio n.  Note that if any filing person has based its fairness determination on
the analysis of another party with respect to any of the factors itemized in Instruction 2 to
Item 1014 of Regulation M -A, the filing party must specifically adopt the analysis of t he
other party in order to satisfy the disclosure obligation.  Please revise to clarify whether
the Disinterested Directors adopted Citi’s analyses and opinion .

15. We note your disclosure that one of the factors considered by the Disinterested Directors
in evaluating the merger was their belief that the merger transaction was “more favorable
to the Company and the unaffiliated stockholders, when compared with other s trategic
initiatives reasonably available to the Company.”  Please revise your disclosure to more
specifically describe these “other strategic initiatives.”

16. You cite the go -shop provisions as one of the factors considered by the Disinterested
Directors i n evaluating the merger and underlying their belief that sufficient procedural
safeguards were present to ensure the fairness of the merger and to obviate the need for
retaining an unaffiliated stockholder representative.  Please address how Riverstone’s
unwillingness to support a superior proposal  or to sell its shares  impacted the
Disinterested Directors’ analysis of the utility of the go -shop provisions .

17. We note your disclosure regarding certain potentially negative factors considered by the
Disinterested Directors in the ir evaluation of the m erger, including  that prospective
bidders may perceive Riverstone’s rights under the merger agreement as a deterrent to
making alternative proposals.  Please also address whether the Disinterested Directors
conside red the level of Riverstone’s ownership interest in the company as a potential
deterrent to prospective bidders.

Position of the Parent Group and Riverstone as to the Fairness of the Merger, page 41

18. Your inclusion of the members of the Parent Group and  Riverstone as filing persons
indicates your conclusion that these persons are affiliates of the company for purposes of
Rule 13e -3.  Thus, please revise your disclosure (here and on page 62), currently stating
that the members of the Parent Group and Rive rstone “may be deemed” affiliates of the
company, to remove doubt from this conclusion.

Paul A. Farr
Talen Energy Corporation
July 2 5, 2016
Page 5

 19. Each presentation, discussion, or report held with or presented by an outside party that is
materially related to the Rule 13e -3 transaction, whether oral or written, is a separate
report that requires a reasonably detailed description meeting the requirements of Item
1015 of Regulation M -A.  In this regard, we note that Goldman was engaged as
Riverstone’s financial advisor for purposes of this transaction, and certain presentation
materials provided by Goldman to Riverstone have been filed as exhibits to your
Schedule 13E -3 pursuant to Item 1016(c) of Regulation M -A.  Please revise to
summarize any and all presentations made by Goldman during Riverstone’ s evaluation of
the transaction and provide all of the disclosure required by Item 1015 of Regulation M -
A.

Opinion of Citigroup Global Markets Inc., page 44

20. Please address how each filing person relying on the Citi opinion was able to reach the
fairness determination a s to unaffiliated security holders given that the Citi fairness
opinion addressed fairness with respect to holders of your shares other than the
Riverstone Entities and their respective affiliates, rather than all unaffiliated security
holders.  Refer to I tem 1014(a) of Regulation M -A.

21. Please revise to provide a basis for all material assumptions made by Citi.  For example,
explain how Citi developed its EBITDA multiples and range of discount rates in its
Discounted Cash Flow Analysis.

22. With respect to th e Discounted Cash Flow Analysis, please disclose the financial
projections provided to Citi here or include a cross -reference to another location in your
proxy statement where s uch projections are included.

23. With respect to the Discounted Cash Flows anal ysis, disclose the bases for Citi’s
selection of the EBITDA multiples and discount rates disclosed on page 47.

24. Please revise to disclose the data underlying the results described in each analysis and
show how that  information resulted in the values disclo sed.  For example, disclose (i) the
company’s projected results that were used in conducting the Discounted Cash Flow
Analysis  or a cross -reference to where they appear , (ii) the equity values, enterprise
values, EBITDA and other information for each comparable company that is the basis for
the multiples disclosed on page 48 with respect to Selected Public Companies Analysis,
(iii) data from each transaction that resulted in the multiples disclosed on page 49 with
respect to the Selected Precedent Tran sactions Analysis, and (iv) data from each
transaction that resulted in the multiples disclosed on page 51 with respect to the Sum -of-
the-Parts Selected Precedent Transactions Analysis.

25. Revise the disclosure under the caption “Miscellaneous” to describe h ow Citi’s fee will
be estimated and whether the fee amount may change materially from the $25 million
disclosed.

Paul A. Farr
Talen Energy Corporation
July 2 5, 2016
Page 6

 Purpose and Reasons of the Parent Group and Riverstone for the Merger, page 62

26. You note that the Parent Group and Riverstone believe that the company will be able to
“operate more efficiently and effectively” as a private company, citing the “substantial
expense” of operating as a public company, potential improvements to “cost structur e and
strategic direction” achievable as a private company, the “market pressures imposed on a
publicly traded company,” and perceived “competitive advantages in ceasing to be
public.”  In view of the fact that the company only recently beca me publicly tra ded in
June 2015, please explain whether and how Riverstone considered those same factors in
connection with the Talen Transactions, and what, if anything, has changed between June
1, 2015 and now such that Riverstone no longer believes that being publicly  traded is
advisable and whether those factors and events were foreseeable, with a view to more
fully describing why the company is undertaking the transaction at this time .  Refer to
Items 1004(a)(2)(iii) and 1013(c) of Regulation M -A.

Prospective Financ ial Information, page 68

27. Please revise your disclosure to briefly discuss the material assumptions that underlie
these projections and any material limiting factors on the projected information  so that
investors can have a better understanding of the basi s for and limitations on these
projections.   We would expect such disclosure to address at a minimum the assumption s
referred to in the second full paragraph on page 45.  Refer to Item 10(b) of Regulation S -
K

28. Disclose the full projections and forecasts in stead of their summaries.

29. We note that you have included non -GAAP financial measures in the projected financial
information. Revise to provide the disclosure required by Rule 100 of Regulation G with
respect to non -GAAP line items.  Refer to Question 101. 01 of the Division of
Corporation’s Finance’s Compliance and Disclosure Interpretations and Non -GAAP
Financial Measures.

Interests of Executive Officers and Directors of the Company in the Merger, page 71

30. Revise your disclosure on page 73 to provide a b reakdown of the payments to be received
by each individual officer and director in connection with the going private transaction,
including payments for shares owned.

Fees and Expenses, page 85

31. We note that in your tabular disclosure of certain fees and expenses you aggregate the
financial advisory, legal and other advisory fees.  We also note your reference to the
merger agreement with respect to all fees and expenses incurred in connection with  the
merger.  As you are required to furnish a reasonably itemized statement of all expenses
incurred or estimated in connection with the transaction, please revise to separately

Paul A. Farr
Talen Energy Corporation
July 2 5, 2016
Page 7

 itemize each of the foregoing costs and clearly identify which party will be reasonable for
paying such expenses. Refer to Regulation M -A Item 1007(c).

The Debt Commitment Letter, page 116

32. Please enhance your disclosure of the material terms of the Debt Commitment Letter,
including, without limitation, a summary of all material c onditions precedent and the flex
provisions.  Refer to Item 1007 (d) of Regulation M -A.

Significant Past Transactions and Contracts, page 138

33. We note your disclosure that the Stockholder Agreement contains a standstill provision
that prohibits the Sponsor Entities from, among other things, proposing to or acquiring
additional company shares.  Please expand your disclosure to state