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 21, 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 | |
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 |
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| Junior Subordinated Notes of PPL Capital Funding, Inc. | | |
| 2007 Series A due 2067 | PPL/67 | New York Stock Exchange |
Indicate by 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). Emerging growth 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. ☐
Section 1 - Registrant's Business and Operations
Item 1.01 Entry Into a Material Definitive Agreement
On March 25, 2024, The Narragansett Electric Company (d/b/a Rhode Island Energy) (the "Issuer"), a wholly owned subsidiary of PPL Corporation, issued $500 million aggregate principal amount of 5.350% Senior Notes due 2034 (the "Notes"). The Notes were issued in a private placement (the "offering") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The Notes will be senior, unsecured obligations of the Issuer and will not be guaranteed by PPL Corporation or any of its other subsidiaries. The Notes bear interest at a rate of 5.350% per year, payable semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2024. The Notes will mature on May 1, 2034, subject to early redemption at the Issuer's option. In connection with the offering, the Issuer entered into a purchase agreement dated March 21, 2024 (the "Purchase Agreement") with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC and RBC Capital Markets, LLC, as representatives of the several initial purchasers named therein (the "Initial Purchasers").
The net proceeds from the sale of the Notes were $496.4 million, after deducting discounts and commissions to the Initial Purchasers but before other estimated fees and expenses. The Issuer intends to use the net proceeds from the offering to repay short-term debt and for general corporate purposes.
Supplemental Indenture
The Issuer issued the Notes pursuant to a base indenture dated March 22, 2010 (the "Base Indenture"), as supplemented prior to the date hereof, by and between the Issuer and The Bank of New York Mellon, as trustee, as further supplemented by a sixth supplemental indenture dated March 25, 2024 between the Issuer and The Bank of New York Mellon, as securities registrar, trustee and paying agent (the "Sixth Supplemental Indenture" and, together with the Base Indenture as supplemented, the "Indenture").
The Issuer may redeem the Notes at its option, in whole or in part, at any time and from time to time, at the applicable redemption price set forth in the Sixth Supplemental Indenture.
The Notes are the Issuer's unsecured senior obligations and rank pari passu with all of the Issuer's existing and future unsecured senior indebtedness and senior to any of the Issuer’s existing and future subordinated indebtedness and will be effectively subordinated to all of the Issuer's existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness.
The Indenture provides for customary events of default, all as described in the Indenture.
With the exception of covenants restricting the Issuer's ability to merge, consolidate, sell or otherwise dispose of all or substantially all of its assets, the Indenture does not provide for restrictive covenants.
The description of the Indenture and the Notes above is qualified in its entirety by reference to the text of the Base Indenture, the Sixth Supplemental Indenture and form of the Notes, copies of which are included as Exhibits 4.1, 4.2 and 4.3 to this Current Report on Form 8-K and are incorporated herein by reference.
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.
The information with respect to the Notes and the Indenture set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
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| (d) | | Exhibits | |
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| | | | Indenture, dated March 22, 2010, between the Issuer and The Bank of New York Mellon * |
| | | | Sixth Supplemental Indenture, dated March 25, 2024, between the Issuer and The Bank of New York Mellon |
| | | | Form of 5.350% Senior Notes due 2034 (included in Exhibit 4.2) |
| | | 104 - | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Previously filed as Exhibit 4(a)-1 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022
filed by PPL Corporation on August 3, 2022.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the 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 | |
Dated: March 25, 2024
