Post-effective Amendment to Registration Statement (pos Am)
December 16 2016 - 3:56PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 16, 2016
Registration No. 333-207033
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-1 REGISTRATION STATEMENT NO. 333-207033
UNDER
THE
SECURITIES ACT OF 1933
TALEN ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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4911
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47-1197305
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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835 Hamilton Street
Suite 150
Allentown,
Pennsylvania 18101-1179
(888) 211-6011
(Address, including zip code, and telephone number, including area code,
of registrants principal executive offices)
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Name, address, including zip code, and telephone number, including area code, of agent for service:
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Copy of communications to:
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Thomas G. Douglass, Jr.
General Counsel and Secretary
835 Hamilton Street
Suite
150
Allentown, Pennsylvania 18101-1179
(888) 211-6011
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E. Ramey Layne
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2500
Houston, Texas 77002
(713) 758-2222
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Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to this
registration statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box. ☐
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statement on Form S-1 (the Registration Statement) filed by
Talen Energy Corporation, a Delaware corporation (the Company), with the Securities and Exchange Commission:
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Registration No. 333-207033, filed on Form S-1 on September 18, 2015, as amended on October 29, 2015, and declared effective November 2, 2015, pertaining to the registration of up to 44,974,658
shares of the Companys common stock, $0.001 par value per share held by Sapphire Power Holdings LLC, Raven Power Holdings LLC and C/R Energy Jade, LLC.
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On June 2, 2016, the Company, RPH Parent LLC, a Delaware limited liability company (RPH), SPH Parent LLC, a Delaware limited
liability company (SPH), CRJ Parent LLC, a Delaware limited liability company (CRJ) (each of RPH, SPH and CRJ, a Parent and collectively, Parent), and RJS Merger Sub Inc., a Delaware corporation and a
wholly owned subsidiary of Parent (Merger Sub), entered into the Agreement and Plan of Merger, providing for the merger of the Company with and into Merger Sub (the Merger). The Merger closed on December 6, 2016.
As a result of the completion of the Merger, the Company has terminated all offerings of securities pursuant to the Registration Statement. In
accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of
such offering, the Company hereby removes from registration all of such securities registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act, as amended, the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Allentown, Commonwealth of Pennsylvania, on December 16, 2016.
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TALEN ENERGY CORPORATION
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By:
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/s/ Thomas G. Douglass, Jr.
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Name:
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Thomas G. Douglass, Jr.
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Title:
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General Counsel and Secretary
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed
on December 16, 2016 by the following persons in the capacities indicated.
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Name
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Title
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/s/ Ralph Alexander
Ralph Alexander
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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/s/ Alejandro Hernandez
Alejandro Hernandez
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Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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/s/ Carl Williams
Carl Williams
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Director
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/s/ Michael Hoffman
Michael Hoffman
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Director
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/s/ James Hackett
James Hackett
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Director
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