TLN Talen Energy Corp.

Item 7.01 Regulation FD Disclosure.

As previously disclosed, Talen Energy Corporation (the “ Company ”) has entered into a definitive agreement to be acquired (the “ Transaction ”) by affiliates of Riverstone Holdings LLC (“ Riverstone ”). The Transaction will be financed, in part, by a new Senior Secured Term Loan B (the “ Term Loan ”) with Talen Energy Supply, LLC, a wholly owned subsidiary of the Company, as borrower. On September 29, 2016, Riverstone representatives will provide a presentation to certain potential lenders in connection with the contemplated Term Loan (the “ Lender Presentation ”). Completion of the Transaction remains subject to certain customary conditions. There can be no assurance that the Term Loan will be entered into or that the Transaction will be completed.

The Lender Presentation contains certain information regarding Riverstone’s operational strategy following closing of the Transaction, including Riverstone’s plans to:

Riverstone believes that these changes will result in annual cost savings in the near-term of approximately $100 million in fixed cost reductions and an additional $50 million reduction in capital expenditures.

Additionally, the Lender Presentation quantifies the amount of projected Adjusted EBITDA for the Company’s subsidiary, Mach Gen, LLC (“Mach Gen”), for the year ending December 31, 2016 as approximately $58 million. Mach Gen’s results are excluded from the calculation of “Adjusted EBITDA” for purposes of covenant calculations under the Talen Energy Supply, LLC revolving credit agreement dated June 2, 2015, as amended, because Mach Gen is not an obligor on the Company’s indebtedness and the indebtedness of Mach Gen is non-recourse to the Company. The Lender Presentation also quantifies the sources of the Company’s projected Gross Margin for the year ending December 31, 2016 as follows: 56% from energy sources, 36% from capacity sources, 3% from ancillary sources and 5% from other sources.

Cautionary Statement Regarding Prospective Financial Information.

The Company does not generally make public projections as to future performance or earnings beyond the current fiscal year and is especially cautious of making projections for extended periods due to the unpredictability of its business and the markets in which it operates. These financial projections and forecasts are included in this Current Report on Form 8-K only because these financial projections and forecasts will be made available to potential lenders in connection with the Term Loan. No person has made or makes any representation regarding the information included in these financial projections or forecasts.

The prospective financial information is subjective in many respects and reflects numerous judgments, estimates and assumptions that are inherently uncertain, many of which are difficult to predict or cannot be predicted, are subject to significant economic and competitive uncertainties and are beyond the Company’s control, including estimates and assumptions regarding industry performance, general business, economic, regulatory, market and financial conditions, future commodity, capacity markets, wholesale and retail energy prices, operational, maintenance and production costs, transmission capacity and demand for energy commodities, as well as other future events. Important factors may cause actual results to differ from the prospective financial information, including the factors described under the subheading “ Cautionary Statement Concerning Forward-Looking Information ” of this Current Report on Form 8-K and the section entitled “ Risk Factors ” of the Company’s annual report on Form 10-K for the year ended December 31, 2015 and other risk factors detailed from time to time in the Company’s other reports filed with the SEC. There can be no assurance that the projected results, and underlying estimates and assumptions made in preparing the financial projections and forecasts contained in this Current Report on Form 8-K will be realized or that actual results will not be significantly higher or lower than projected.

The financial projections and forecasts do not take into account any circumstances or events occurring after the date they were prepared. Except as may be required in order to comply with applicable securities laws, the Company does not intend to update, or otherwise revise, the financial projections or forecasts, or the specific portions presented, to reflect circumstances existing after the date the financial projections and forecasts were made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error.

The financial projections and forecasts were not prepared with a view toward public disclosure, soliciting proxies or complying with U.S. Generally Accepted Accounting Principles (“ GAAP ”), the published guidelines of the SEC regarding financial projections and forecasts or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial projections and forecasts. Neither Ernst & Young LLP, the Company’s independent registered public accounting firm, nor any other independent registered public accounting firm has examined, compiled or performed any procedures with respect to the accompanying financial projections and forecasts, and, accordingly, neither Ernst & Young LLP nor any other public accounting firm expresses an opinion or any other form of assurance with respect to such projections and forecasts.

Non-GAAP Measures.

The information in this Current Report on Form 8-K is summary information that should be considered in the context of the Company’s filings with the SEC and other public announcements that the Company may make from time to time. The non-GAAP financial measures in this Current Report should not be considered in isolation of, as a substitute for, or superior to, financial information prepared in accordance with GAAP. The non-GAAP financial measures as defined in the presentation may differ from similarly titled measures presented by other companies. The non-GAAP financial measures and other information in this Current Report on Form 8-K is summary information that should be considered in the context of the Company’s filings with the SEC and other public announcements the Company may make from time to time.

EBITDA represents net income (loss) before interest expense, income taxes, depreciation and certain amortization. Adjusted EBITDA represents EBITDA further adjusted for certain non-cash and other items that management believes are not indicative of ongoing operations, including, but not limited to, unrealized gains and losses on derivative contracts, stock-based compensation expense, asset retirement obligation accretion (net of gains (losses) on retirements), impairments, gains and losses on securities in the nuclear decommissioning trust funds, gains or losses on sales, dispositions or retirements of assets, debt extinguishments and transition, transaction and restructuring costs.

EBITDA and Adjusted EBITDA are not intended to represent cash flows from operations, operating income (loss) or net income (loss) as defined by U.S. GAAP as indicators of operating performance and are not necessarily comparable to similarly-titled measures reported by other companies. Management cautions investors that amounts presented in accordance with Talen Energy’s definitions of EBITDA and Adjusted EBITDA may not be comparable to similar measures disclosed by other companies because not all companies calculate EBITDA and Adjusted EBITDA in the same manner. The Company believes EBITDA and Adjusted EBITDA are useful to investors and other users of these financial statements in evaluating Talen Energy’s operating performance because they provide additional tools to compare business performance across companies and across periods. Talen Energy believes that EBITDA is widely used by investors to measure a company’s operating performance without regard to such items as interest expense, income taxes, depreciation and amortization, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired. Additionally, Talen Energy believes that investors commonly adjust EBITDA information to eliminate the effect of restructuring and other expenses, which vary widely from company to company and impair comparability. The Company adjusts for these and other items, as its management believes that these items would distort their ability to efficiently view and assess its core operating trends. In summary, the Company’s management primarily uses Adjusted EBITDA as a measure of operating performance to assist in comparing performance from period to period on a consistent basis and to readily view operating trends, as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations, as a measure of certain corporate financial goals used to determine variable compensation and in communications with Talen Energy Corporation’s Board of Directors, senior management, shareholders, creditors, analysts and investors concerning Talen Energy’s financial performance.

Set forth below is a reconciliation to GAAP of projected Adjusted EBITDA attributable to Mach Gen for the year ended December 31, 2016 to projected net income (loss) attributable to Mach Gen for the year ended December 31, 2016 (amounts shown in millions).

As provided in General Instruction B.2 of Form 8-K, the information contained in this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall any such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Statement Concerning Forward-Looking Information.

Statements contained in this Current Report on Form 8-K, and the documents to which Company stockholders are referred to by this Current Report on Form 8-K, as well as information included in oral statements or other written statements made or to be made by the Company, contain statements that may constitute forward-looking statements. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “target,” “project,” “forecast,” “seek,” “will,” “may,” “should,” “could,” “would” or similar expressions. Although the Company believes that the expectations and assumptions reflected in these statements are reasonable, there can be no assurance that these expectations will prove to be correct. Forward-looking statements are subject to many risks and uncertainties, and actual results may differ materially from the results discussed in forward-looking statements. In addition to the specific factors discussed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2015 and the Company’s quarterly reports on Form 10-Q for the fiscal quarters ended March 31, 2016 and June 30, 2016, the following are among the important factors, risks and uncertainties that could cause actual results to differ materially from the forward-looking statements:

Consequently, all of the forward-looking statements made by the Company in this Current Report on Form 8-K are qualified by the information contained under the heading “Risk Factors” and that is otherwise disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on February 29, 2016, the quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2016, filed with the SEC on May 10, 2016, and the quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2016, filed with the SEC on August 5, 2016. Except as required by law, the Company undertakes no obligation to update any of these forward-looking statements.