SEC Comment Letter 0000000000-24-004244 to Talen Energy Corp (TLN) (CIK 0001622536) (TLN)
Talen Energy Corp (TLN) (CIK 0001622536)
Date: April 18, 2024 · CIK: 0001622536 · Accession: 0000000000-24-004244
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United States securities and exchange commission logo April 18, 2024 Mark McFarland Chief Executive Officer Talen Energy Corporation 2929 Allen Pkwy, Suite 2200 Houston, TX 77019 Re:Talen Energy Corporation Amendment No. 4 to Draft Registration Statement on Form S-1 Submitted April 4, 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 February 27, 2024 letter. Amendment No. 4 to Draft Registration Statement on Form S-1 Prospectus Summary, page 1 Recent Developments - Cumulus Data Campus Sale, page 8 1.We note you disclosed herein, and in MD&A on page 49, that on March 1, 2024, you completed disposition of certain assets of Cumulus Data, which included your zero-carbon data campus currently being developed adjacent to your Susquehanna nuclear power facility, to Amazon Web Services, Inc. (AWS) for gross proceeds of $650 million, $300 million of which is to be held in escrow until the achievement of development milestones that are expected to be achieved in 2024.
FirstName LastNameMark McFarland Comapany NameTalen Energy Corporation April 18, 2024 Page 2 FirstName LastName Mark McFarland Talen Energy Corporation April 18, 2024 Page 2 You further disclosed that in connection with the data campus sale, you entered into a power purchase agreement (PPA) with AWS, pursuant to which you will supply carbon- free power from your Susquehanna facility to the data campus, including fixed-price power commitments over several years.
Please expand your disclosures to describe the development milestones, the probability of achieving them in 2024, and the consequences if none or not all of them are achieved in 2024. Additionally, discuss other salient terms of the PPA, including the PPA contractual duration, delivery volumes and values by year and in total to the extent known or reasonably estimable, clarifying any minimum firm commitments, options, contingencies, limitations or uncertainties associated with the PPA.
Management, page 96 2.Please revise your filing to disclose the period during which Mr. Berryman has served as senior vice president and Chief Nuclear Officer. Refer to Item 401(b) of Regulation S-K. 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
April 18, 2024
Mark McFarland
Chief Executive Officer
Talen Energy Corporation
2929 Allen Pkwy, Suite 2200
Houston, TX 77019
Re:Talen Energy Corporation
Amendment No. 4 to Draft Registration Statement on Form S-1
Submitted April 4, 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
February 27, 2024 letter.
Amendment No. 4 to Draft Registration Statement on Form S-1
Prospectus Summary, page 1
Recent Developments - Cumulus Data Campus Sale, page 8
1.We note you disclosed herein, and in MD&A on page 49, that on March 1, 2024, you
completed disposition of certain assets of Cumulus Data, which included your zero-carbon
data campus currently being developed adjacent to your Susquehanna nuclear power
facility, to Amazon Web Services, Inc. (AWS) for gross proceeds of $650 million,
$300 million of which is to be held in escrow until the achievement of development
milestones that are expected to be achieved in 2024.
FirstName LastNameMark McFarland
Comapany NameTalen Energy Corporation
April 18, 2024 Page 2
FirstName LastName
Mark McFarland
Talen Energy Corporation
April 18, 2024
Page 2
You further disclosed that in connection with the data campus sale, you entered into a
power purchase agreement (PPA) with AWS, pursuant to which you will supply carbon-
free power from your Susquehanna facility to the data campus, including fixed-price
power commitments over several years.
Please expand your disclosures to describe the development milestones, the probability of
achieving them in 2024, and the consequences if none or not all of them are achieved in
2024. Additionally, discuss other salient terms of the PPA, including the PPA contractual
duration, delivery volumes and values by year and in total to the extent known or
reasonably estimable, clarifying any minimum firm commitments, options, contingencies,
limitations or uncertainties associated with the PPA.
Management, page 96
2.Please revise your filing to disclose the period during which Mr. Berryman has served as
senior vice president and Chief Nuclear Officer. Refer to Item 401(b) of Regulation S-K.
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