SEC Comment Letter 0000000000-24-002184 to Talen Energy Corp (TLN) (CIK 0001622536) (TLN)
Talen Energy Corp (TLN) (CIK 0001622536)
Date: Feb. 27, 2024 · CIK: 0001622536 · Accession: 0000000000-24-002184
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United States securities and exchange commission logo February 27, 2024 Mark McFarland Chief Executive Officer Talen Energy Corporation 2929 Allen Pkwy, Suite 2200 Houston, TX 77019 Re:Talen Energy Corporation Amendment No. 3 to Draft Registration Statement on Form S-1 Submitted February 9, 2024 CIK No. 0001622536 Dear Mark McFarland: We have reviewed your amended draft registration statement and have the following comments. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our January 16, 2024 letter. Amendment No. 3 to Draft Registration Statement on Form S-1 Financial Statements General, page F-1 1.Please be reminded of the financial statement updating requirements of Regulation S-X Rule 3-12.
FirstName LastNameMark McFarland Comapany NameTalen Energy Corporation February 27, 2024 Page 2 FirstName LastName Mark McFarland Talen Energy Corporation February 27, 2024 Page 2 General 2.We note your response to prior comments 1-4, and note the number of shares of common stock to be offered for resale by Rubric Capital Management LP and its affiliates relative to the number of outstanding shares. Please provide us with additional analysis of your basis for determining that it is appropriate to characterize the resale of shares by Rubric Capital Management LP and its affiliates as a secondary offering under Securities Act Rule 415(a)(1)(i). In the alternative, please remove Rubric Capital Management LP and its affiliates as selling shareholders. Please contact Yolanda Guobadia at 202-551-3562 or Lily Dang at 202-551-3867 if you have questions regarding comments on the financial statements and related matters. Please contact Michael Purcell at 202-551-5351 or Laura Nicholson at 202-551-3584 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Anthony Sanderson
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United States securities and exchange commission logo
February 27, 2024
Mark McFarland
Chief Executive Officer
Talen Energy Corporation
2929 Allen Pkwy, Suite 2200
Houston, TX 77019
Re:Talen Energy Corporation
Amendment No. 3 to Draft Registration Statement on Form S-1
Submitted February 9, 2024
CIK No. 0001622536
Dear Mark McFarland:
We have reviewed your amended draft registration statement and have the following
comments.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
January 16, 2024 letter.
Amendment No. 3 to Draft Registration Statement on Form S-1
Financial Statements
General, page F-1
1.Please be reminded of the financial statement updating requirements of Regulation S-X
Rule 3-12.
FirstName LastNameMark McFarland
Comapany NameTalen Energy Corporation
February 27, 2024 Page 2
FirstName LastName
Mark McFarland
Talen Energy Corporation
February 27, 2024
Page 2
General
2.We note your response to prior comments 1-4, and note the number of shares of common
stock to be offered for resale by Rubric Capital Management LP and its affiliates relative
to the number of outstanding shares. Please provide us with additional analysis of your
basis for determining that it is appropriate to characterize the resale of shares by Rubric
Capital Management LP and its affiliates as a secondary offering under Securities Act
Rule 415(a)(1)(i). In the alternative, please remove Rubric Capital Management LP and its
affiliates as selling shareholders.
Please contact Yolanda Guobadia at 202-551-3562 or Lily Dang at 202-551-3867 if you
have questions regarding comments on the financial statements and related matters. Please
contact Michael Purcell at 202-551-5351 or Laura Nicholson at 202-551-3584 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Anthony Sanderson