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 20, 2023
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Commission File Number | Registrant; State of Incorporation; Address and Telephone Number | IRS Employer Identification No. |
| | | | | | |
| 1-11459 | PPL Corporation | 23-2758192 |
| (Exact name of Registrant as specified in its charter) | |
| Pennsylvania | |
| Two North Ninth Street | |
| Allentown, | PA | 18101-1179 | |
| (610) | 774-5151 | |
| | | | | | |
| 1-2893 | Louisville Gas and Electric Company | 61-0264150 |
| (Exact name of Registrant as specified in its charter) | |
| Kentucky | |
| 220 West Main Street | |
| Louisville, | KY | 40202-1377 | |
| (502) | 627-2000 | |
| | | | | | |
| 1-3464 | Kentucky Utilities Company | 61-0247570 |
| (Exact name of Registrant as specified in its charter) | |
| Kentucky and Virginia | |
| One Quality Street | |
| Lexington, | KY | 40507-1462 | |
| (502) | 627-2000 | |
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:
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| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol: | Name of each exchange on which registered |
| Common Stock of PPL Corporation | PPL | New York Stock Exchange |
| | |
| Junior Subordinated Notes of PPL Capital Funding, Inc. | | |
| 2007 Series A due 2067 | PPL/67 | New York Stock Exchange |
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Indicate by a check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
| ☐ | PPL Corporation |
| ☐ | Louisville Gas and Electric Company |
| ☐ | Kentucky Utilities Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
| ☐ | PPL Corporation |
| ☐ | Louisville Gas and Electric Company |
| ☐ | Kentucky Utilities Company |
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
and
Section 8 – Other Events
Item 8.01 Other Events
Louisville Gas and Electric Company
On March 20, 2023, Louisville Gas and Electric Company ("LG&E") issued $400,000,000 aggregate principal amount of 5.450% First Mortgage Bonds due 2033 (the "LG&E Bonds").
The LG&E Bonds were issued under LG&E's Indenture (the "LG&E Indenture"), dated as of October 1, 2010, to The Bank of New York Mellon, as trustee, as previously supplemented and as supplemented by Supplemental Indenture No. 8 thereto (the "LG&E Supplemental Indenture"), dated as of March 1, 2023. The LG&E Bonds will be secured by the lien of the LG&E Indenture, which creates, subject to certain exceptions and exclusions, a lien on substantially all of LG&E's real and tangible personal property located in Kentucky and used in the generation, transmission and distribution of electricity and the storage, transportation and distribution of natural gas, as described therein.
The LG&E Bonds are due April 15, 2033, subject to early redemption. LG&E intends to use the net proceeds from the sale of the LG&E Bonds to repay debt and for general corporate purposes.
The LG&E Bonds were offered under LG&E's Registration Statement on Form S-3 on file with the Securities and Exchange Commission (Registration Statement No. 333-253290-02).
The LG&E Supplemental Indenture and Officer's Certificate are filed with this report as Exhibits 4(a) and 4(b).
Kentucky Utilities Company
On March 20, 2023, Kentucky Utilities Company ("KU") issued $400,000,000 aggregate principal amount of 5.450% First Mortgage Bonds due 2033 (the "KU Bonds").
The KU Bonds were issued under KU's Indenture (the "KU Indenture"), dated as of October 1, 2010, to The Bank of New York Mellon, as trustee, as previously supplemented and as supplemented by Supplemental Indenture No. 9 thereto (the "KU Supplemental Indenture"), dated as of March 1, 2023. The KU Bonds will be secured by the lien of the KU Indenture, which creates, subject to certain exceptions and exclusions, a lien on substantially all of KU's real and tangible personal property located in Kentucky and used in the generation, transmission and distribution of electricity, as described therein.
The KU Bonds are due April 15, 2033, subject to early redemption. KU intends to use the net proceeds from the sale of the KU Bonds to repay debt and for general corporate purposes.
The KU Bonds were offered under KU's Registration Statement on Form S-3 on file with the Securities and Exchange Commission (Registration Statement No. 333-253290-01).
The KU Supplemental Indenture and Officer's Certificate are filed with this report as Exhibits 4(c) and 4(d).
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
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| (d) | | Exhibits | |
| | | | |
| | | | Supplemental Indenture No. 8, dated as of March 1, 2023, of Louisville Gas and Electric Company to The Bank of New York Mellon, as Trustee. |
| | | | Officer's Certificate, dated March 20, 2023 establishing certain terms of the LG&E Bonds. |
| | | | Supplemental Indenture No. 9, dated as of March 1, 2023, of Kentucky Utilities Company to The Bank of New York Mellon, as Trustee. |
| | | | Officer's Certificate, dated March 20, 2023 establishing certain terms of the KU Bonds. |
| | | | Opinion of John P. Fendig, Corporate Secretary and Senior Counsel of Louisville Gas and Electric Company. |
| | | | Opinion of Bracewell LLP relating to the LG&E Bonds. |
| | | | Opinion of Stoll Keenon Ogden PLLC relating to the LG&E Bonds. |
| | | | Opinion of John P. Fendig, Corporate Secretary and Senior Counsel of Kentucky Utilities Company. |
| | | | Opinion of Bracewell LLP relating to the of KU Bonds. |
| | | | Opinion of Stoll Keenon Ogden PLLC relating to the KU Bonds. |
| | | 23(a) - | Consent of John P. Fendig, Corporate Secretary and Senior Counsel of Louisville Gas and Electric Company (included as part of Exhibit 5(a)). |
| | | 23(b) - | Consent of Bracewell LLP (included as part of Exhibit 5(b)). |
| | | 23(c) - | Consent of Stoll Keenon Ogden PLLC (included as part of Exhibit 5(c)). |
| | | 23(d) - | Consent of John P. Fendig, Corporate Secretary and Senior Counsel of Kentucky Utilities Company (included as part of Exhibit 5(d)). |
| | | 23(e) - | Consent of Bracewell LLP (included as part of Exhibit 5(e)). |
| | | 23(f) - | Consent of Stoll Keenon Ogden PLLC (included as part of Exhibit 5(f)). |
| | | 104 - | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| PPL CORPORATION |
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| By: | /s/ Marlene C. Beers | |
| | Marlene C. Beers
Vice President and Controller | |
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| LOUISVILLE GAS AND ELECTRIC COMPANY |
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| By: | /s/ Christopher M. Garrett | |
| | Christopher M. Garrett
Vice President-Finance and Accounting | |
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| KENTUCKY UTILITIES COMPANY |
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| By: | /s/ Christopher M. Garrett | |
| | Christopher M. Garrett
Vice President-Finance and Accounting | |
Dated: March 20, 2023
