Long-Term Debt and Other Credit Facilities

9 Months Ended

Sep. 30, 2024

Long-Term Debt and Other Credit Facilities

11. Long-Term Debt and Other Credit Facilities

Long-Term Debt


		Successor
	Interest Rate (a)	September 30, 2024		December 31, 2023
TLB	8.60 %	$	859	$	866
TLC	8.60 %	470		470
Secured Notes	8.63 %	1,200		1,200
PEDFA 2009B Bonds	5.25 %	50		50
PEDFA 2009C Bonds	5.25 %	81		81
Cumulus Digital TLF, including paid-in-kind interest (b)	— %	—		182







Total principal		2,660		2,849
Unamortized deferred finance costs and original issuance discounts		(35)		(29)
Total carrying value		2,625		2,820
Less: long-term debt, due within one year		9		9

Long-term debt		$	2,616	$	2,811

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(a)Computed interest rate as of September 30, 2024 (Successor).

(b)The Cumulus Digital TLF was repaid and extinguished in March 2024. See “2024 Transactions – Cumulus Digital TLF Repayment” below for additional information.

The aggregate long-term debt maturities, including amortization and early redemption provisions, as of September 30, 2024 (Successor) were:


	2024 (a)		2025		2026		2027		2028		Thereafter		Total
Total maturities	$	2	$	9	$	9	$	9	$	9	$	2,623	$	2,660

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(a) For the period from October 1 through December 31, 2024.

Revolving Credit and Other Facilities


		Successor
		September 30, 2024								December 31, 2023
	Expiration	Committed Capacity		Direct Cash Borrowings		LCs Issued		Unused Capacity		Direct Cash Borrowings		LCs Issued
RCF (a)	May 2028	$	700	$	—	$	—	$	700	$	—	$	62
TLC LCF (b)(c)	May 2030	470		—		311		159		—		404
Bilateral LCF (b)	May 2028	75		—		18		57		—		74





Total		$	1,245	$	—	$	329	$	916	$	—	$	540

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(a)RCF committed capacity can be used for direct cash borrowings and (or) LCs, subject to a $475 million LC sublimit.

(b)Direct cash borrowings are not permitted under the facility.

(c)LCs are collateralized by $472 million of cash as of September 30, 2024 (Successor) and December 31, 2023 (Successor), which is presented as “Restricted cash and cash equivalents” on the Consolidated Balance Sheets.

2024 Transactions

Remarketing of PEDFA Bonds. In June 2024, the Company completed the remarketing of $50 million in aggregate principal amount of its PEDFA 2009B and $81 million in aggregate principal amount of its PEDFA 2009C Bonds. The remarketed bonds bear interest at 5.25% until the end of the new term rate period on June 1, 2027. In connection with the remarketing, $133 million of LCs issued under the TLC LCF that had previously supported the bonds were terminated, providing the Company with increased LC capacity under the TLC LCF. The remarketing transaction is excluded from the Consolidated Statements of Cash Flows as a non-cash item.

Long-Term Debt Repricing. In May 2024, the Company completed a repricing transaction with respect to the TLB and TLC. The new rate applicable to the TLB and TLC is the Standard Overnight Financing Rate (SOFR) plus 350 basis points, which reduces the interest rate margin by 100 basis points. The applicable SOFR floor was reduced from 50 to 0 basis points. Additionally, in connection with the repricing, the lenders under the TLB and TLC agreed to: (i) waive any mandatory prepayment obligations in connection with the ERCOT Sale; and (ii) certain other amendments permitting Talen additional capacity for dispositions, restricted payments, and investments under the Credit Agreement. See Note 17 for additional information on the ERCOT Sale. The repricing transaction is excluded from the Consolidated Statements of Cash Flows as a non-cash item.

Cumulus Digital TLF Repayment. In connection with the Cumulus Data Campus Sale, the Cumulus Digital TLF was paid in full in March 2024, together with all accrued interest and other outstanding amounts. See “Non-Recourse Debt and Other Credit Facilities – Cumulus Digital TLF” in Note 13 in Notes to the Annual Financial Statements for additional information on the related release of liens, termination of guarantees, and cancellation of LCs. See Note 17 for additional information on the Cumulus Data Campus Sale.

Talen Energy Supply Long-Term Debt, Revolving Credit, and Other Facilities

As of September 30, 2024 (Successor), Talen was not in default under any of its debt agreements.

See “Talen Energy Supply Post-Emergence Long-Term Debt, Revolving Credit and Other Facilities” in Note 13 in Notes to the Annual Financial Statements for a description of the material terms of our Credit Facilities, Secured Notes, PEDFA Bonds, and Secured ISDAs.

See “Security Interests, Guarantees, and Cross-Defaults on TES Post-Emergence Obligations” in Note 13 in Notes to the Annual Financial Statements for additional information on the security interests and guarantees supporting these obligations. In addition to the obligations outlined under “Long-Term Debt” and “Revolving Credit and Other Facilities” above, secured obligations included approximately $18 million under Secured ISDAs as of September 30, 2024 (Successor).