Item 15. Additional Information
Regulation M-A Item 1011 – Item 15(b) is hereby amended and supplemented as follows:
On the Closing Date, pursuant to the Merger Agreement, Merger Sub was merged with and into Talen Energy, with Talen Energy continuing as the surviving corporation in the Merger. As a result of the Merger, Talen Energy is privately owned by the Sponsor Entities, and Merger Sub ceased to exist. At the effective time of the Merger on the Closing Date, each share of Common Stock, other than the Excluded Talen Shares, was cancelled and converted into the right to receive the Merger Consideration.
Additionally, in connection with the closing of the Merger, Talen Energy notified the New York Stock Exchange (“NYSE”) on December 6, 2016 that the certificate of merger had been filed with the Secretary of State of the State of Delaware and that, at the effective time of the Merger, each share of Common Stock other than the Excluded Talen Shares was cancelled and converted into the right to receive the Merger Consideration. In addition, Talen Energy requested that the NYSE delist the Common Stock at the open of business on December 6, 2016, and, as a result, trading of Common Stock on the NYSE was suspended as of the open of business on December 6, 2016. Talen Energy also requested that the NYSE file a notification of removal from listing and registration on Form 25 with the SEC to effect the delisting of the Common Stock from the NYSE and the deregistration of the Common Stock under Section 12(b) of the Exchange Act. The NYSE filed such notice on the Closing Date. Talen Energy intends to file with the SEC a Form 15 requesting the termination of registration of the Common Stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act.
