Current Report Filing (8-k)
September 08 2017 - 11:00AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 6, 2017
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Commission File
Number
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Registrant; State of Incorporation;
Address and Telephone Number
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IRS Employer
Identification No.
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1-11459
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PPL Corporation
(Exact name of Registrant as specified in its charter)
(Pennsylvania)
Two North Ninth Street
Allentown, PA 18101-1179
(610)
774-5151
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23-2758192
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Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 2 Financial Information
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant
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and
Section 8 Other Events
On September 6, 2017, PPL Capital Funding, Inc. (PPL Capital Funding) and
PPL Corporation (PPL) entered into an Underwriting Agreement (the Underwriting Agreement) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Scotia Capital (USA) Inc., as representatives of the several underwriters named therein (the Underwriters), relating to the offering and sale by PPL Capital Funding of $500,000,000 of its 4.000% Senior Notes due 2047 (the
Notes). The Notes are fully and unconditionally guaranteed as to payment of principal, premium, if any, and interest under guarantees (the Guarantees) of PPL. A copy of the Underwriting Agreement is attached as Exhibit 1(a)
to this Current Report on Form
8-K.
The Notes were issued on September 8, 2017, under an indenture (the
Indenture), dated as of November 1, 1997, among PPL Capital Funding, PPL and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N. A. (formerly known as The Chase Manhattan Bank)), as trustee, as supplemented by
Supplemental Indenture No. 16 thereto (the Supplemental Indenture), dated as of September 8, 2017, and an Officers Certificate of PPL Capital Funding and PPL (the Officers Certificate), dated
September 8, 2017, establishing the terms of the Notes. Copies of the Indenture, Supplemental Indenture and Officers Certificate are attached or incorporated by reference as Exhibits 4(a), 4(b) and 4(c), respectively, to this Current
Report. The maturity date of the Notes is September 15, 2047, subject to early redemption at PPL Capital Fundings option. PPL Capital Funding and PPL expect the net proceeds from the sale of the Notes to be invested in or loaned to
subsidiaries of PPL, which will use the funds to repay short-term debt obligations, including commercial paper borrowings, and for general corporate purposes.
The Notes and the Guarantees were offered and sold under PPLs and PPL Capital Fundings joint Registration Statement on
Form S-3
on file with the Securities and Exchange Commission (Registration Nos.
333-202290
and
333-202290-05).
Section 9Financial Statements and Exhibits
Item 9.01
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Financial Statements and Exhibits
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1(a)
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Underwriting Agreement, dated September 6, 2017, among PPL Capital Funding, Inc., PPL Corporation and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein.
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4(a)
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Indenture, dated as of November 1, 1997, among PPL Capital Funding, Inc., PPL Corporation and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N. A. (formerly known as The Chase Manhattan Bank)),
as Trustee (incorporated by reference to Exhibit 4.1 to PPL Corporations Current Report on Form
8-K
(File
No. 1-11459)
dated November 12, 1997).
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4(b)
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Supplemental Indenture No. 16, dated as of September 8, 2017, among PPL Capital Funding, Inc., PPL Corporation and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N. A. (formerly known as The
Chase Manhattan Bank)), as Trustee.
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4(c)
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Officers Certificate, dated September 8, 2017, pursuant to Section 301 of the Indenture.
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5(a)
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Opinion of Frederick C. Paine, Senior Counsel of PPL Services Corporation.
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5(b)
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Opinion of Davis Polk & Wardwell LLP.
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23(a)
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Consent of Frederick C. Paine, Senior Counsel of PPL Services Corporation (included as part of Exhibit 5 (a)).
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23(b)
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Consent of Davis Polk & Wardwell LLP (included as part of Exhibit 5(b)).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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PPL CORPORATION
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By:
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/s/ Stephen K. Breininger
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Stephen K. Breininger
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Vice President and Controller
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Dated: September 8, 2017
EXHIBIT INDEX
Exhibits
1(a)
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Underwriting Agreement, dated September 6, 2017, among PPL Capital Funding, Inc., PPL Corporation and Goldman Sachs
& Co. LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein.
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