Core Viewpoint - Talen Energy Corporation is proposing to offer senior notes due 2034 and 2036 to fund acquisitions of two natural gas-fired power plants, with a total capacity of 2,881 MW [1][2]. Group 1: Offerings and Financing - Talen Energy Supply, LLC plans to sell senior notes due 2034 and 2036 in private offerings exempt from registration under the Securities Act [1]. - The net proceeds from these offerings, along with a new $1.2 billion senior secured term loan B credit facility, will be used to fund the acquisitions of the Freedom Energy Center (1,045 MW) and the Guernsey Power Station (1,836 MW) [2]. Group 2: Acquisition Details - The acquisitions are governed by purchase agreements dated July 17, 2025, between Talen Generation, LLC and affiliates of Caithness Energy, L.L.C. [2]. - If the acquisitions are not completed by July 17, 2026, or if certain conditions are met, the company will redeem the notes [3]. Group 3: Regulatory Compliance - The notes will be offered only to qualified institutional buyers and non-U.S. persons, in compliance with Rule 144A and Regulation S under the Securities Act [4]. - The notes and related guarantees have not been registered under the Securities Act, limiting their sale in the U.S. [4]. Group 4: Company Overview - Talen Energy operates approximately 10.3 gigawatts of power infrastructure in the U.S., including 2.2 gigawatts of nuclear power [6]. - The company is positioned to support the growing demand for reliable, clean power, particularly for artificial intelligence data centers [6].