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): March 22, 2010
DUKE ENERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| | | | | |
| Delaware | | 001-32853 | | 20-2777218 |
| | | | | |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
526 South Church Street, Charlotte, North Carolina 28202-1904
(Address of Principal Executive Offices, including Zip Code)
(704) 594-6200
(Registrant’s telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On March 22, 2010, Duke Energy Corporation (the “Company”) entered into an underwriting agreement, dated as of March 22, 2010 (the “Underwriting Agreement”), with Credit Suisse Securities (USA) LLC, SunTrust Robinson Humphrey, Inc. and UBS Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $450,000,000 aggregate principal amount of the Company’s 3.35% Senior Notes due 2015 (the “Securities”). The Securities will be issued pursuant to an Indenture, dated as of June 3, 2008 (the “Indenture”), by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended and supplemented by various supplemental indentures thereto, including the Fourth Supplemental Indenture, which will be dated as of March 25, 2010 (the “Fourth Supplemental Indenture”), between the Company and the Trustee, relating to the Securities. The disclosure in this Item 8.01 is qualified in its entirety by the provisions of the Indenture, the Fourth Supplemental Indenture, a form of which is attached hereto as Exhibit 4.1, and the Underwriting Agreement, which is attached hereto as Exhibit 99.1. Such exhibits are incorporated herein by reference. Also, in connection with the issuance and sale of the Securities, the Company is filing a legal opinion regarding the validity of the Securities as Exhibit 5.1 to this Form 8-K for the purpose of incorporating the opinion into the Company’s Registration Statement No. 333-146483.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| | | |
| Exhibit | | Description |
| Exhibit 4.1 | | Form of Fourth Supplemental Indenture, dated as of March 25, 2010, to the Indenture, dated as of June 3, 2008, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee |
| | | |
| Exhibit 5.1 | | Opinion regarding validity of the Securities |
| | | |
| Exhibit 23.1 | | Consent (included as part of Exhibit 5.1) |
| | | |
| Exhibit 99.1 | | Underwriting Agreement, dated as of March 22, 2010, between the Company and Credit Suisse Securities (USA) LLC, SunTrust Robinson Humphrey, Inc. and UBS Securities LLC, as representatives of the several underwriters named therein |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | |
| | DUKE ENERGY CORPORATION
| |
| Date: March 25, 2010 | By: | /s/ Robert T. Lucas III, Esq. | |
| | | Name: | Robert T. Lucas III, Esq. | |
| | | Title: | Associate General Counsel and
Assistant Secretary | |
| |
EXHIBIT INDEX
| | | |
| Exhibit | | Description |
| Exhibit 4.1 | | Form of Fourth Supplemental Indenture, dated as of March 25, 2010, to the Indenture, dated as of June 3, 2008, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee |
| | | |
| Exhibit 5.1 | | Opinion regarding validity of the Securities |
| | | |
| Exhibit 23.1 | | Consent (included as part of Exhibit 5.1) |
| | | |
| Exhibit 99.1 | | Underwriting Agreement, dated as of March 22, 2010, between the Company and Credit Suisse Securities (USA) LLC, SunTrust Robinson Humphrey, Inc. and UBS Securities LLC, as representatives of the several underwriters named therein |
