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 11, 2016
DUKE ENERGY CAROLINAS, LLC
(Exact Name of Registrant as Specified in its Charter)
North Carolina |
| 1-04928 |
| 56-0205520 |
410 South Wilmington Street
Raleigh, North Carolina 27601-1748
(Address of Principal Executive Offices, including Zip Code)
(704) 382-3853
(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 11, 2016, Duke Energy Carolinas, LLC (the “Company”) consummated the issuance and sale of the securities described below pursuant to an underwriting agreement, dated March 8, 2016 (the “Underwriting Agreement”), with BNP Paribas Securities Corp., Citigroup Global Markets Inc., RBC Capital Markets, LLC, TD Securities (USA) LLC 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 $500,000,000 aggregate principal amount of the Company’s First and Refunding Mortgage Bonds, 2.500% Series due 2023 (the “2023 Bonds”) and $500,000,000 aggregate principal amount of the Company’s First and Refunding Mortgage Bonds, 3.875% Series due 2046 (the “2046 Bonds” and together with the 2023 Bonds, the “Mortgage Bonds”). The Mortgage Bonds were sold to the Underwriters at discounts to their principal amounts. The Mortgage Bonds were issued under the First and Refunding Mortgage, dated as of December 1, 1927, as amended and supplemented from time to time, including by the Ninety-seventh Supplemental Indenture (the “Supplemental Indenture”), dated as of March 11, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the Mortgage Bonds (collectively, the “Mortgage”). The disclosure in this Item 8.01 is qualified in its entirety by the provisions of the Mortgage, the Supplemental Indenture, which together with the forms of global notes evidencing the Mortgage Bonds, is filed as Exhibit 4.1 hereto, and the Underwriting Agreement, which is filed as Exhibit 99.1 hereto. Such exhibits are incorporated herein by reference. Also, in connection with the issuance and sale of the Mortgage Bonds, the Company is filing a legal opinion regarding the validity of the Mortgage Bonds as Exhibit 5.1 to this Form 8-K for the purpose of incorporating the opinion into the Company’s Registration Statement No. 333-191462-05.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
| Description |
|
|
|
Exhibit 4.1 |
| Ninety-seventh Supplemental Indenture, dated as of March 11, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, and forms of global notes |
|
|
|
Exhibit 5.1 |
| Opinion regarding validity of the Mortgage Bonds |
|
|
|
Exhibit 23.1 |
| Consent (included as part of Exhibit 5.1) |
|
|
|
Exhibit 99.1 |
| Underwriting Agreement, dated March 8, 2016, among the Company and BNP Paribas Securities Corp., Citigroup Global Markets Inc., RBC Capital Markets, LLC, TD Securities (USA) LLC 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 CAROLINAS, LLC | ||
Date: March 11, 2016 |
| ||
| By: | /s/ Robert T. Lucas III | |
|
| Name: | Robert T. Lucas III |
|
| Title: | Assistant Secretary |
EXHIBIT INDEX
Exhibit |
| Description |
|
|
|
Exhibit 4.1 |
| Ninety-seventh Supplemental Indenture, dated as of March 11, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, and forms of global notes |
|
|
|
Exhibit 5.1 |
| Opinion regarding validity of the Mortgage Bonds |
|
|
|
Exhibit 23.1 |
| Consent (included as part of Exhibit 5.1) |
|
|
|
Exhibit 99.1 |
| Underwriting Agreement, dated March 8, 2016, among the Company and BNP Paribas Securities Corp., Citigroup Global Markets Inc., RBC Capital Markets, LLC, TD Securities (USA) LLC and UBS Securities LLC, as representatives of the several underwriters named therein |
