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August 9, 2016

VIA EDGAR AND OVERNIGHT DELIVERY

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Mail Stop 3561

Attention: Ms. Mara L. Ransom

    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 Ms. Ransom,

This letter is being furnished by Talen
Energy Corporation, a Delaware corporation (“Talen Energy” or the “Company”),
in response to the comments received from the staff of the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) by letter dated July 25, 2016 with
respect to Talen Energy’s Schedule 13E-3 (File No. 005-89268) (the “Schedule 13E-3”) and Preliminary
Proxy Statement on Schedule 14A (File No. 001-37388) (the “Proxy Statement”) that were filed with the
Commission on July 1, 2016.

United States Securities and Exchange Commission

Division of Corporation Finance

Page 2

The text of the Staff’s comments
has been included in this letter for your convenience and we have numbered the paragraphs below to correspond to the numbers in
the Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the numbered comments
immediately below each numbered comment. Responses with respect to comments regarding information about RPH Parent LLC, SPH
Parent LLC, CRJ Parent LLC, Raven Power Holdings LLC, Sapphire Power Holdings LLC, C/R Energy Jade, LLC, RJS Merger Sub Inc.
and Riverstone Holdings LLC (collectively, “Riverstone”) are based on information provided by
Riverstone.

In addition, Talen Energy is hereby filing
Amendment No. 1 (the “Amended Proxy Statement”) to the Proxy Statement and Amendment No. 1 to the Schedule
13E-3 (the “Amended Schedule 13E-3”). The Amended Proxy Statement and the Amended Schedule 13E-3 have
each been revised to reflect Talen Energy’s responses to the comments from the Staff and to incorporate certain other updating
and conforming changes. All page numbers in the responses below refer to the Amended Proxy Statement or the Amended Schedule 13E-3,
as applicable, except as otherwise noted. We have enclosed a courtesy package, which includes four copies of the Amended Proxy
Statement and four copies of the Amended Schedule 13E-3, all of which have been marked to show changes from the initial filing
of the Proxy Statement and the Schedule 13E-3, as applicable.

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.

Response: We acknowledge and understand
that all comments separately received from the Staff concerning our confidential treatment request and the confidential treatment request with respect to the debt commitment letter must be resolved prior
to the mailing of our definitive 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 note that several filing persons identified on the cover page of your Schedule 13E-3 do not appear
to 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.

United States Securities and Exchange Commission

Division of Corporation Finance

Page 3

Response: In response to the Staff’s
comment, we have added on page 136 of the Amended Proxy Statement the term “Riverstone Filing Parties,” which includes
the filing persons not captured by the definition of “Parent Group” or “Riverstone.” In addition, we have
also made corresponding changes to the disclosure in the Proxy Statement on pages 2, 38 through 39 and 59 through 60
of the Amended Proxy Statement and in the Schedule 13E-3 on pages 5, 9 through 12 and 15 of the Amended Schedule 13E-3 accordingly.

Item 16. Exhibits

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

Response: In response to the Staff’s
comment, we have filed the debt commitment letter as Exhibit (b)(3) to the Amended Schedule 13E-3. We respectfully advise the Staff
that Riverstone is simultaneously requesting confidential treatment of certain terms contained in the debt commitment letter for
the reasons detailed in its confidential treatment request.

Preliminary 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 Riverstone, as well
as their “respective affiliates.” Please identify by name each of the “related entities” and “respective
affiliates.”

Response: In response to the Staff’s
comment, we have revised the disclosure in the Proxy Statement on page 2 of the Letter to the Company’s Stockholders,
page 2 of the Notice of Special Meeting of Stockholders and on pages 1, 2, 34, 39, 100 and 121 of the Amended Proxy
Statement to delete references to “related entities” and to clarify that “affiliates,” as used
in the term “respective affiliates,” has the meaning ascribed to such term pursuant to Rule 405 of the Securities
Act of 1933, as amended.

 5. Throughout this proxy statement you refer to the merger
consideration as representing a premium of 56% above the closing price of the shares 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.

Response: In response to the Staff’s
comment, we have revised the disclosure in the Proxy Statement on pages 2, 30, 38, 40, 59 and 62 of the Amended Proxy Statement.

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.

United States Securities and Exchange Commission

Division of Corporation Finance

Page 4

Response: In response to the
Staff’s comment, we have revised the disclosure in the Proxy Statement on pages 2 through 5, 7 and 9
through 11 of the Amended Proxy Statement.

 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. However, 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 entities 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.

Response: In response to the Staff’s
comment, we have revised the disclosure in the Proxy Statement on page 2 of the Notice of Special Meeting of Stockholders in
the Amended Proxy Statement. In addition, we supplementally advise the Staff that the beneficial ownership of the affiliated stockholders is disclosed
on page 120 of the Amended Proxy Statement.

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 Agreement. Refer to Item 1005(e)
of Regulation M-A.

Response: In response to the Staff’s
comment, we have revised the disclosure to add a cross-reference on page 16 of the Amended Proxy Statement to the disclosure
of the additional material provisions of the Stockholder Agreement set forth under the caption “Other Important
Information Regarding the Parent Group and Riverstone—Significant Past Transactions and Contracts—Stockholder Agreement.”

 9. You state that on each of January 11, 2016 and January 14, 2016, the Disinterested Directors discussed “potential
value creating options” that the company could pursue and associated 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.

Response: In response to the Staff’s
comment, we have revised the disclosure in the Proxy Statement on page 18 of the Amended Proxy Statement.

 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

United States Securities and Exchange Commission

Division of Corporation Finance

Page 5

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 arrived
at the $13.00 per share price.

Response: In response to the Staff’s
comment, we have revised the disclosure in the Proxy Statement on pages 18 through 19 of the Amended Proxy Statement.

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

Response: In response to the Staff’s
comment, we have revised the disclosure in the Proxy Statement on page 24 of the Amended Proxy Statement. We supplementally
advise the Staff that the records of Citigroup Global Markets Inc. (“Citi”) do not reflect
the exact date on which Party B first contacted Citi.

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

Response: In response to the Staff’s
comment, we have revised the disclosure in the Proxy Statement on page 27 of the Amended Proxy Statement.

 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 undervalued the company but that “a purchase price of $14.00 per Share would be acceptable.”

Response: In response to the Staff’s
comment, we have revised the disclosure in the Proxy Statement on page 28 of the Amended Proxy Statement.

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 transaction. 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 the other party
in order to satisfy the disclosure obligation. Please revise to clarify whether the Disinterested Directors adopted Citi’s
analyses and opinion.

Response: In response to the Staff’s
comment, we have revised the disclosure in the Proxy Statement on page 37 of the Amended Proxy Statement.

United States Securities and Exchange Commission

Division of Corporation Finance

Page 6

 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 strategic initiatives reasonably available to the Company.” Please revise your disclosure to more specifically describe
these “other strategic initiatives.”

Response: In response to the Staff’s
comment, we have revised the disclosure in the Proxy Statement on pages 18 and 31 of the Amended Proxy Statement.

 16. You cite the go-shop provisions as one of the factors
considered by the Disinterested Directors in 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.

Response: In response to the Staff’s
comment, we have revised the disclosure in the Proxy Statement on page 32 of the Amended Proxy Statement.

 17. We note your disclosure regarding certain potentially
negative factors considered by the Disinterested Directors in their evaluation of the merger, 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 considered the level of Riverstone’s ownership interest in the company as a
potential deterrent to prospective bidders.

Response: In response to the Staff’s
comment, we have revised the disclosure in the Proxy Statement on page 36 of the Amended Proxy Statement.

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 Riverstone
“may be deemed” affiliates of the company, to remove doubt from this conclusion.

Response: In response to the Staff’s
comment, we have revised the disclosure in the Proxy Statement on pages 38 and 59 of the Amended Proxy Statement.

 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

United States Securities and Exchange Commission

Division of Corporation Finance

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