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): July 13, 2006
Commission File Number | Registrant; State of Incorporation; Address and Telephone Number | IRS Employer Identification No. |
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| 333-74794 | PPL Energy Supply, LLC (Exact name of Registrant as specified in its charter) (Delaware) Two North Ninth Street Allentown, PA 18101-1179 (610) 774-5151 | 23-3074920 |
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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:
| [ ] | | 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)) |
Section 8 - Other Events
Item 8.01 Other Events
On July 13, 2006, PPL Energy Supply, LLC (“PPL Energy Supply”) entered into an Underwriting Agreement with Citigroup Global Markets Inc., UBS Securities LLC and Wachovia Capital Markets, LLC, for themselves and as representatives of the several underwriters named therein, relating to the offering and sale by PPL Energy Supply of $250,000,000 of its 7% Senior Notes due 2046 (the “7% Notes”). The 7% Notes are expected to be issued on July 18, 2006, subject to customary closing conditions. The maturity date of the 7% Notes will be July 15, 2046, and the Notes will not be subject to redemption prior to July 15, 2011. On or after July 15, 2011, PPL Energy Supply will be entitled, at its option, to redeem the 7% Notes, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed. Proceeds from the sale of the 7% Notes are expected to be used for capital expenditures, including expenditures relating to PPL Energy Supply’s previously-announced installation of pollution control equipment at two of its coal-fired power plants in Pennsylvania, and general corporate purposes.
The 7% Notes will be issued under PPL Energy Supply’s existing shelf registration statement on file with the Securities and Exchange Commission (Registration No. 333-132574-01).
A copy of the Underwriting Agreement for the 7% Notes offering is attached to this Form 8-K as Exhibit 1(a).
In addition, on July 13, 2006, PPL Energy Supply entered into an Underwriting Agreement with BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC and Scotia Capital (USA) Inc., for themselves and as representatives of the several underwriters named therein, relating to the offering and sale by PPL Energy Supply of $150,000,000 of its 6.20% Senior Notes due 2016 (the “6.20% Notes”). The 6.20% Notes are expected to be issued on July 18, 2006, subject to customary closing conditions. The maturity date of the 6.20% Notes will be May 15, 2016, subject to earlier redemption at PPL Energy Supply’s option. Proceeds from the sale of the 6.20% Notes are expected to be used for capital expenditures, including expenditures relating to PPL Energy Supply’s previously-announced installation of pollution control equipment at two of its coal-fired power plants in Pennsylvania, and general corporate purposes.
The 6.20% Notes will be issued under PPL Energy Supply’s existing shelf registration statement on file with the Securities and Exchange Commission (Registration No. 333-132574-01).
A copy of the Underwriting Agreement for the 6.20% Notes offering is attached to this Form 8-K as Exhibit 1(b).
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| | (d) | | Exhibits | |
| | | | | |
| | | | 1(a) - | Underwriting Agreement dated July 13, 2006, among PPL Energy Supply, LLC and Citigroup Global Markets Inc., UBS Securities LLC and Wachovia Capital Markets, LLC, for themselves and as representatives of the several underwriters named therein. |
| | | | 1(b) - | Underwriting Agreement dated July 13, 2006, among PPL Energy Supply, LLC and BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC and Scotia Capital (USA) Inc., for themselves and as representatives of the several underwriters named therein. |
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 ENERGY SUPPLY, LLC |
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| | By: | /s/ James E. Abel James E. Abel Vice President and Treasurer |
Dated: July 14, 2006
