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 16, 2008
Commission File Number | Registrant; State of Incorporation; Address and Telephone Number | IRS Employer Identification No. |
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| 1-32944 | 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 2 - Financial Information
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Section 8 - Other Events
Item 8.01 Other Events
On July 16, 2008, PPL Energy Supply, LLC (“PPL Energy Supply” or the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets, Inc., HSBC Securities (USA) Inc., Lehman Brothers Inc. and Wachovia Capital Markets, LLC, as representatives of the several underwriters (the “Underwriters”), relating to the offering and sale by PPL Energy Supply of $300,000,000 of 6.30% Senior Notes due 2013 (the “Notes”). The Notes were issued on July 21, 2008 under PPL Energy Supply’s Indenture, dated as of October 1, 2001, to The Bank of New York Mellon, as trustee (the “Indenture”), as supplemented by Supplemental Indenture No. 10 dated as of July 1, 2008. The maturity date of the Notes is July 15, 2013. A copy of the Underwriting Agreement is attached as Exhibit 1(a) to this report. The Indenture, Supplemental Indenture and Officer’s Certificate are filed with this report as Exhibits 4(a), 4(b) and 4(c), respectively.
The Bonds were offered and sold under PPL Energy Supply’s joint Registration Statement on Form S-3 on file with the Securities and Exchange Commission (Registration No. 333-132574-03), as amended by Post-Effective Amendment No.1 thereto. This Current Report on Form 8-K is being filed to report as exhibits certain documents in connection with the offering. PPL Energy Supply does not intend to list the Bonds on any securities exchange.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| | (d) | | Exhibits | |
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| | | | 1(a) - | Underwriting Agreement, dated July 16, 2008, among PPL Energy Supply, LLC and Citigroup Global Markets, Inc., HSBC Securities (USA) Inc., Lehman Brothers Inc. and Wachovia Capital Markets, LLC, as representatives of the several underwriters. |
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| | | | 4(a) - | Indenture, dated as of October 1, 2001, of PPL Energy Supply, LLC to The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N. A. (formerly known as The Chase Manhattan Bank)), as Trustee (Exhibit 4.1 to PPL Energy Supply’s Form S-4 Registration Statement (Registration No. 333-74794). |
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| | | | 4(b) - | Supplemental Indenture No. 10, dated as of July 1, 2008, of PPL Energy Supply, LLC to The Bank of New York Mellon, as Trustee. |
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| | | | 4(c) - | Officer’s Certificate, dated July 21, 2008, pursuant to Section 301 of the Indenture. |
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 21, 2008
