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 16, 2007
| |
|
|
|
|
| Commission File |
|
Registrant; State of Incorporation; |
|
IRS Employer |
| Number |
|
Address and Telephone Number |
|
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 |
|
|
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)) |
TABLE OF CONTENTS
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
Section 8
— Other Events
Item 8.01 Other Events
On March 16, 2007, PPL Capital Funding, Inc. (“PPL Capital Funding”) and PPL Corporation entered
into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc., J.P.
Morgan Securities Inc., Morgan Stanley & Co. Incorporated and Wachovia Capital Markets, LLC, for
themselves and as representatives of the several underwriters named therein (the
“Representatives”), relating to the offering and sale by PPL Capital Funding of $500,000,000 of
2007 Series A Junior Subordinated Notes due 2067 (the “Notes”). The Notes are fully and
unconditionally guaranteed as to payment of principal, interest and any premium under subordinated
guarantees (the “Guarantees”) of PPL Corporation. The Notes were issued on March 20, 2007. The
maturity date of the Notes will be March 30, 2067, subject to early redemption at PPL Capital
Funding’s option. A copy of the Underwriting Agreement is attached as Exhibit 1(a) to this report.
The Notes were issued under a subordinated indenture, dated as of March 1, 2007, by PPL Capital
Funding, PPL Corporation and The Bank of New York, as trustee (the “Base Indenture”), as
supplemented by Supplemental Indenture No. 1 thereto, dated as of March 1, 2007 (the “Supplemental
Indenture”) and an Officers’ Certificate of PPL Capital Funding and PPL Corporation, dated March
20, 2007 (the “Officers’ Certificate”). Copies of the Base Indenture, the Supplemental Indenture
and the Officers’ Certificate are attached as Exhibits 4(a), 4(b) and 4(c), respectively.
On March 20, 2007, in connection with the issuance of the Notes, Dewey Ballantine LLP rendered an
opinion regarding certain tax matters. A copy of that opinion is attached as Exhibit 8(a) to this
report.
On March 20, 2007, in connection with the issuance of the Notes, PPL Capital Funding and PPL
Corporation entered into a Replacement Capital Covenant (the “Replacement Capital Covenant”), in
which PPL Capital Funding and PPL Corporation agreed for the benefit of holders of a designated
series of unsecured long-term indebtedness of PPL Corporation or PPL Capital Funding ranking senior
to the Notes that (i) PPL Capital Funding will not redeem or purchase the Notes, or otherwise
satisfy, discharge or defease the principal amount of the Notes and (ii) neither PPL Corporation
nor any of its other subsidiaries will purchase the Notes, on or before March 30, 2037, except,
subject to certain limitations, to the extent that the applicable redemption or repurchase price or
principal amount defeased does not exceed a specified amount of proceeds from the sale, during the
180-day period prior to the date of that redemption or repurchase, of qualifying replacement
capital securities. The designated series of covered debt to initially benefit from the RCC is PPL
Capital Funding’s 4.33% Notes Exchange Series A Due March 1, 2009. A copy of the Replacement
Capital Covenant is attached as Exhibit 4(d) to this report.
PPL Capital Funding and PPL Corporation expect that approximately $280 million of the net proceeds
from the sale of the Notes will be used to pay at maturity PPL Capital Funding’s 8.375% Medium Term
Notes due June 15, 2007. Pending this use, such proceeds may be loaned to other subsidiaries of
PPL Corporation for working capital purposes or invested in short-term investments. The remainder
of the net proceeds will be loaned to PPL Energy Funding Corporation (“PPL Energy Funding”), a
direct subsidiary of PPL Corporation, and then contributed to PPL Energy Funding’s direct
subsidiary, PPL Energy Supply, LLC. PPL Energy Supply, LLC will use the funds for general
corporate purposes, including capital expenditures relating to the installation of pollution
control equipment.
The Notes and the Guarantees are being offered and sold under PPL Corporation’s and PPL Capital
Funding’s joint Registration Statement on Form S-3 on file with the Securities and Exchange
Commission (Registration Nos. 333-132574 and 333-132574-02), as amended by Post-Effective Amendment
No.1 thereto. This Current Report on Form 8-K is being filed, in part, to report as exhibits
certain documents in connection with the offering.