PPL Corporation filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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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): August 6, 2024
Commission File Number | Registrant; State of Incorporation; Address and Telephone Number | IRS Employer Identification No. | |||||||||||||||
| (Exact name of Registrant as specified in its charter) | |||||||||||||||||
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol: | Name of each exchange on which registered | ||||||
Junior Subordinated Notes of PPL Capital Funding, Inc. | ||||||||
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 8 - Other Events
Item 8.01 Other Events
On August 6, 2024, PPL Capital Funding, Inc. ("PPL Capital Funding") and PPL Corporation ("PPL") entered into an Underwriting Agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the "Underwriters"), relating to the offering and sale by PPL Capital Funding of $750,000,000 of its 5.250% Senior Notes due 2034 (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 August 9, 2024, 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. 18 thereto (the "Supplemental Indenture"), dated as of August 9, 2024, and an Officers' Certificate of PPL Capital Funding and PPL (the "Officers' Certificate"), dated August 9, 2024, 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 1, 2034, subject to early redemption at PPL Capital Funding's option. PPL Capital Funding and PPL intend to use the net proceeds from the sale of the Notes for general corporate purposes, including the repayment of short-term debt obligations.
The Notes and the Guarantees were offered and sold under PPL's and PPL Capital Funding's joint Registration Statement on Form S-3 on file with the Securities and Exchange Commission (Registration Nos. 333-277140 and 333-277140-04).
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits | ||||||||||||||||
1(a) - | Underwriting Agreement, dated August 6, 2024, among PPL Capital Funding, Inc., PPL Corporation and Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. | ||||||||||||||||
4(a) - | 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 Corporation's Current Report on Form 8-K (File No. 1-11459) dated November 12, 1997). | ||||||||||||||||
4(b) - | Supplemental Indenture No. 18, dated as of August 9, 2024, 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. | ||||||||||||||||
4(c) - | Officers' Certificate, dated August 9, 2024, pursuant to Section 301 of the Indenture. | ||||||||||||||||
5(a) - | Opinion of W. Eric Marr, Senior Counsel of PPL Corporation. | ||||||||||||||||
5(b) - | Opinion of Davis Polk & Wardwell LLP. | ||||||||||||||||
| 23(a) - | Consent of W. Eric Marr, Senior Counsel of PPL Corporation (included as part of Exhibit 5 (a)). | ||||||||||||||||
| 23(b) - | Consent of Davis Polk & Wardwell LLP (included as part of Exhibit 5(b)). | ||||||||||||||||
| 104 - | Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document) | ||||||||||||||||
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.
| PPL CORPORATION | |||||||||||
| By: | /s/ Marlene C. Beers | ||||||||||
| Marlene C. Beers Vice President and Controller | |||||||||||
Dated: August 9, 2024