Talen Energy Corp (TLN): M&A transaction — Talen Energy completes $3.8B acquisition of 2.9 GW Freedom & Guernsey natural gas plants

TES successfully priced and allocated a new $1.2 billion senior secured term loan B facility

Guernsey Power Station, a 1,836 MW (summer rating) natural gas fired combined cycle generation plant located in Guernsey County, Ohio, for $2.33 billion in cash (the "Guernsey Acquisition"

Talen Generation agreed to purchase the (i) Freedom Generating Station, a 1,045 MW (summer rating) natural gas fired combined cycle generation plant located in Luzerne County, Pennsylvania, for $1.46 billion in cash (the "Freedom Acquisition")

On the Closing Date, Talen Energy Supply, LLC (“TES”), a direct wholly owned subsidiary of the Company, entered into Amendment No. 5 to the Credit Agreement, by and among TES, as borrower, the subsidiary guarantors party thereto, the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent (the “Fifth Amendment to Credit Agreement”) which amends that certain Credit Agreement, dated as of May 17, 2023, by and among TES, as borrower, Citibank, N.A., as administrative agent and collateral agent, and each lender from time to time party thereto (as further amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Amended Credit Agreement”).

In connection with the Closing, on the Closing Date, the Acquired Entities (as defined below) entered into (i) the first supplemental indenture (the “2034 First Supplemental Indenture”) to the indenture, dated as of October 27, 2025, among TES, the subsidiary guarantors party thereto and Citibank, N.A., as trustee, governing the 6.250% Senior Notes due 2034 (the “2034 Notes”) issued by TES (the “2034 Indenture”)

and (ii) the first supplemental indenture (the “2036 First Supplemental Indenture”) to the indenture, dated as of October 27, 2025, among TES, the subsidiary guarantors party thereto and Citibank, N.A., as trustee, governing the 6.500% Senior Notes due 2036 (the “2036 Notes”) issued by TES (the “2036 Indenture”)

In connection with the Closing, on the Closing Date, the Acquired Entities entered into the fifth supplemental indenture (the “2030 Fifth Supplemental Indenture”) to the indenture, dated as of May 12, 2023, as supplemented by the first supplemental indenture, dated as of May 17, 2023, the second supplemental indenture, dated as of October 6, 2023, the third supplemental indenture, dated as of June 22, 2024, and the fourth supplemental indenture, dated as of January 13, 2025, each among TES, the subsidiary guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee, governing the 8.625% Senior Secured Notes due 2030 issued by TES (the “2030 Indenture”)