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): June 22, 2016
Commission
File Number | | Registrant; State of Incorporation;
Address; and Telephone Number | | IRS Employer
Identification No. |
333-209196-01 | | DUKE ENERGY FLORIDA PROJECT FINANCE, LLC (Delaware) 299 First Avenue North St. Petersburg, Florida 33701 704-382-3853 | | 81-0977581 |
333-209196 | | DUKE ENERGY FLORIDA, LLC (Depositor and Sponsor) (Florida) 299 First Avenue North St. Petersburg, Florida 33701 704-382-3853 | | 59-0247770 |
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 the date hereof, Duke Energy Florida Project Finance, LLC (the “Issuing Entity”) issued the Series A Senior Secured Bonds as described in the Preliminary Prospectus dated June 15, 2016 and the Prospectus dated June 15, 2016. In connection with this issuance, Duke Energy Florida, LLC and the Issuing Entity are filing the exhibits listed in Item 9.01(d) below.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | | Description of Exhibit |
4.1 | | Indenture, dated as of June 22, 2016, by and between Duke Energy Florida Project Finance, LLC and The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee and Securities Intermediary |
5.1 | | Opinion of Hunton & Williams LLP with respect to legality |
8.1 | | Opinion of Hunton & Williams LLP with respect to federal tax matters |
23.1 | | Consent of Hunton & Williams LLP (included as part of its opinions filed as Exhibit 5.1 and Exhibit 8.1) |
99.1 | | Nuclear Asset-Recovery Property Servicing Agreement, dated as of June 22, 2016, by and between Duke Energy Florida Project Finance, LLC and Duke Energy Florida, LLC, as servicer |
99.2 | | Nuclear Asset-Recovery Property Purchase and Sale Agreement, dated as of June 22, 2016, by and between Duke Energy Florida Project Finance, LLC and Duke Energy Florida, LLC, as seller |
99.3 | | Administration Agreement, dated as of June 22, 2016, by and between Duke Energy Florida Project Finance, LLC and Duke Energy Florida, LLC, as administrator |
99.5 | | Opinion of Hunton & Williams LLP with respect to constitutional matters |
99.6 | | Opinion of Shutts & Bowen LLC with respect to Florida constitutional matters |
99.7 | | Series Supplement, dated as of June 22, 2016, by and between Duke Energy Florida Project Finance, LLC and The Bank of New York Mellon Trust Company, National Association, as Indenture Trustee |
99.8 | | Intercreditor Agreement, dated as of June 22, 2016, among SunTrust Bank, The Bank of New York Mellon Trust Company, National Association, Duke Energy Florida Receivables LLC, Duke Energy Florida Project Finance, LLC and Duke Energy Florida, LLC |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| DUKE ENERGY FLORIDA PROJECT FINANCE, LLC |
| |
| |
| By: | /s/ Stephen G. De May |
| | Name: | Stephen G. De May |
| | Title: | President, Chief Financial Officer and Treasurer |
| |
| DUKE ENERGY FLORIDA, LLC |
| |
| |
| By: | /s/ Stephen G. De May |
| | Name: | Stephen G. De May |
| | Title: | Senior Vice President, Tax and Treasurer |
Dated: June 22, 2016
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EXHIBIT INDEX
Exhibit No. | | Description of Exhibit |
4.1 | | Indenture, dated as of June 22, 2016, by and between Duke Energy Florida Project Finance, LLC and The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee and Securities Intermediary |
5.1 | | Opinion of Hunton & Williams LLP with respect to legality |
8.1 | | Opinion of Hunton & Williams LLP with respect to federal tax matters |
23.1 | | Consent of Hunton & Williams LLP (included as part of its opinions filed as Exhibit 5.1 and Exhibit 8.1) |
99.1 | | Nuclear Asset-Recovery Property Servicing Agreement, dated as of June 22, 2016, by and between Duke Energy Florida Project Finance, LLC and Duke Energy Florida, LLC, as servicer |
99.2 | | Nuclear Asset-Recovery Property Purchase and Sale Agreement, dated as of June 22, 2016, by and between Duke Energy Florida Project Finance, LLC and Duke Energy Florida, LLC, as seller |
99.3 | | Administration Agreement, dated as of June 22, 2016, by and between Duke Energy Florida Project Finance, LLC and Duke Energy Florida, LLC, as administrator |
99.5 | | Opinion of Hunton & Williams LLP with respect to constitutional matters |
99.6 | | Opinion of Shutts & Bowen LLC with respect to Florida constitutional matters |
99.7 | | Series Supplement, dated as of June 22, 2016, by and between Duke Energy Florida Project Finance, LLC and The Bank of New York Mellon Trust Company, National Association, as Indenture Trustee |
99.8 | | Intercreditor Agreement, dated as of June 22, 2016, among SunTrust Bank, The Bank of New York Mellon Trust Company, National Association, Duke Energy Florida Receivables LLC, Duke Energy Florida Project Finance, LLC and Duke Energy Florida, LLC |
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