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): January 2, 2024
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Commission File Number | Registrant; State of Incorporation; Address and Telephone Number | IRS Employer Identification No. |
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| 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 | |
| | | | | | |
| 1-905 | PPL Electric Utilities Corporation | 23-0959590 |
| (Exact name of Registrant as specified in its charter) | |
| Pennsylvania | |
| Two North Ninth Street | |
| Allentown, | PA | 18101-1179 | |
| (610) | 774-5151 | |
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 |
| ☐ | PPL Electric Utilities Corporation |
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 |
| ☐ | PPL Electric Utilities Corporation |
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
On January 2, 2024, PPL Electric Utilities Corporation ("PPL Electric") entered into an underwriting agreement (the "Underwriting Agreement") with BMO Capital Markets Corp., BofA Securities, Inc., CIBC World Markets Corp. and Wells Fargo Securities, LLC, as representatives of the underwriters (the "Underwriters"), relating to the offering and sale by PPL Electric of $650,000,000 of First Mortgage Bonds, 4.85% Series due 2034 (the "Bonds").
The Bonds were issued on January 5, 2024, under PPL Electric's Indenture (the "2001 Indenture"), dated as of August 1, 2001, to The Bank of New York Mellon, as trustee, as previously supplemented and as supplemented by Supplemental Indenture No. 25 thereto (the "Supplemental Indenture"), dated as of January 1, 2024 (collectively, the "Indenture"). The Bonds will be secured by the lien of the Indenture, which creates a lien on substantially all of PPL Electric's distribution properties and certain of its transmission properties, subject to certain exceptions and exclusions, as described therein.
The Bonds are due February 15, 2034, subject to early redemption. PPL Electric will use the net proceeds from the sale of the Bonds to repay short-term debt and for general corporate purposes.
The Bonds were offered and sold under PPL Electric's Registration Statement on Form S-3 on file with the Securities and Exchange Commission (Registration No. 333-253290-03).
A copy of the Underwriting Agreement is attached as Exhibit 1(a) to this report and incorporated herein by reference. The Supplemental Indenture and Officer's Certificate are filed with this report as Exhibits 4(a) and 4(b), respectively.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
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| (d) | | Exhibits | |
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| | | | Underwriting Agreement, dated January 2, 2024. |
| | | | Supplemental Indenture No. 25, dated as of January 1, 2024, of PPL Electric Utilities Corporation to The Bank of New York Mellon, as Trustee. |
| | | | Officer's Certificate, dated January 5, 2024, pursuant to Section 201 and Section 301 of the Indenture. |
| | | | Opinion of W. Eric Marr, Senior Counsel of PPL Services Corporation. |
| | | | Opinion of Bracewell LLP. |
| | | 23(a) - | Consent of W. Eric Marr, Senior Counsel of PPL Services Corporation (included as part of Exhibit 5(a)). |
| | | 23(b) - | Consent of Bracewell LLP (included as part of Exhibit 5(b)). |
| | | 104 - | Cover Page Interactive Data File (the Cover Page Interactive Data File is 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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| PPL ELECTRIC UTILITIES CORPORATION |
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| By: | /s/ Marlene C. Beers | |
| | Marlene C. Beers
Vice President and Controller | |
Dated: January 5, 2024
