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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): February 21, 2023
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Commission File
Number
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Registrant;
State of Incorporation;
Address and Telephone Number
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IRS Employer
Identification No.
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1-11459 |
PPL Corporation |
23-2758192 |
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(Exact name of Registrant as specified in its charter) |
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Pennsylvania |
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Two North Ninth Street |
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Allentown, |
PA |
18101-1179 |
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(610) |
774-5151 |
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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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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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
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Trading Symbol:
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Name of each exchange on which registered
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Common Stock of PPL Corporation
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PPL
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New York Stock Exchange
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Junior Subordinated Notes of PPL Capital Funding, Inc.
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2007 Series A due 2067
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PPL/67
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New York Stock Exchange
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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.
☐
Item 1.01 Entry Into a Material Definitive Agreement
On February 24, 2023, PPL Capital Funding, Inc., a wholly owned
subsidiary of PPL Corporation (the "Issuer"), issued $1 billion
aggregate principal amount of 2.875% Exchangeable Senior Notes due
2028 (the "Notes"), which included an additional $100 million
principal amount of Notes purchased pursuant to the full exercise
of the option granted to the Initial Purchasers (as defined below)
in the Purchase Agreement (as defined below). 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"). The Notes will be senior, unsecured obligations of the
Issuer and will be fully and unconditionally guaranteed on a
senior, unsecured basis by PPL Corporation (the "Guarantor"). The
Notes bear interest at a rate of 2.875% per year, payable
semiannually in arrears on March 15 and September 15 of each year,
beginning on September 15, 2023. The Notes will mature on March 15,
2028, unless earlier exchanged, redeemed or repurchased. In
connection with the offering, the Issuer and the Guarantor entered
into a purchase agreement dated February 21, 2023 (the "Purchase
Agreement") with Morgan Stanley & Co. LLC, J.P. Morgan
Securities LLC, Credit Suisse 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 $980 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.
Indenture
The Issuer issued the Notes pursuant to an indenture, dated as of
February 24, 2023 (the "Indenture"), among the Issuer, the
Guarantor and The Bank of New York Mellon, as trustee.
The Notes will be exchangeable at an initial exchange rate of
29.3432 shares of the Guarantor's common stock (the "common stock")
per $1,000 principal amount of Notes (equivalent to an initial
exchange price of approximately $34.08 per share of common stock,
which represents an exchange premium of approximately 22.5% to the
last reported sale price of $27.82 per share of common stock on the
New York Stock Exchange on February 21, 2023). The initial exchange
rate is subject to adjustment, as provided in the Indenture. Upon
exchange of the Notes, the Issuer will pay cash up to the aggregate
principal amount of the Notes to be exchanged and pay or deliver
(or cause to be delivered), as the case may be, cash, shares of
common stock or a combination of cash and shares of common stock,
at the Issuer's election, in respect of the remainder, if any, of
its exchange obligation in excess of the aggregate principal amount
of the Notes being exchanged. Prior to the close of business on the
business day immediately preceding December 15, 2027, the Notes
will be exchangeable at the option of the noteholders only upon the
satisfaction of specified conditions and during certain periods
described in the Indenture. On or after December 15, 2027, until
the close of business on the business day immediately preceding the
maturity date, the Notes will be exchangeable at the option of the
noteholders at any time regardless of these conditions or
periods.
The Issuer may not redeem the Notes prior to March 20, 2026. The
Issuer may redeem for cash all or any portion of the Notes, at its
option, on or after March 20, 2026, if the last reported sale price
of the common stock has been at least 130% of the exchange price
then in effect for at least 20 trading days (whether or not
consecutive), during any 30 consecutive trading day period
(including the last trading day of such period) ending on and
including the trading day immediately preceding the date on which
the Issuer provides notice of redemption, at a redemption price
equal to 100% of the principal amount of the Notes to be redeemed,
plus any accrued and unpaid interest to, but excluding, the
redemption date. No sinking fund is provided for the
Notes.
Subject to certain conditions, holders of the Notes will have the
right to require the Issuer to repurchase all or a portion of their
Notes upon the occurrence of a fundamental change (as defined in
the Indenture) at a repurchase price of 100% of their principal
amount plus any accrued and unpaid interest. In connection with
certain corporate events or if the Issuer calls any Notes for
redemption, the Issuer will, under certain circumstances, increase
the exchange rate for noteholders who elect to exchange their Notes
in connection with any such corporate event or exchange their Notes
called for redemption.
The Notes and the guarantee are the Issuer's and the Guarantor's
senior unsecured obligations, respectively, and as applicable, rank
senior in right of payment to any of the Issuer's and the
Guarantor's indebtedness that is expressly subordinated in right of
payment to the Notes, rank equal in right of payment with any of
the Issuer's or the Guarantor's liabilities that are not so
subordinated, are effectively subordinated in right of payment to
any of the Issuer's or the Guarantor's secured indebtedness to the
extent of the value of the assets securing such indebtedness and
are effectively subordinated to all indebtedness and other
liabilities (including trade payables) of the Issuer's and the
Guarantor's respective subsidiaries (other than the
Issuer).
The Indenture provides for customary events of default, all as
described in the Indenture.
With the exception of covenants restricting the Issuer's and
Guarantor's ability to merge, consolidate or sell substantially all
of their respective 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 Indenture and form
of the Notes, copies of which are included as Exhibits 4.1 and 4.2
to this Current Report on Form 8-K and are incorporated herein by
reference.
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.
Item 3.02 Unregistered Sales of Equity Securities
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.
The Issuer offered and sold the Notes to the Initial Purchasers in
reliance on the exemption from registration provided by Section
4(a)(2) of the Securities Act, and for resale by the Initial
Purchasers to persons reasonably believed to be qualified
institutional buyers pursuant to the exemption from registration
provided by Rule 144A under the Securities Act. The Issuer relied
on these exemptions from registration based in part on
representations made by the Initial Purchasers in the Purchase
Agreement.
The Notes and the underlying shares of common stock of the Issuer
deliverable upon exchange of the Notes, if any, have not been
registered under the Securities Act, and may not be offered or sold
in the United States absent registration or an applicable exemption
from registration requirements.
To the extent that any shares of common stock are issued upon
exchange of the Notes, they will be issued in transactions
anticipated to be exempt from registration under the Securities Act
by virtue of Section 3(a)(9) thereof. Initially, a maximum of
35,945,300 shares of the Guarantor's common stock may be issued
upon exchange of the Notes, based on the initial maximum exchange
rate of 35.9453 shares of
common stock per $1,000 principal amount of Notes, which is subject
to customary anti-dilution adjustment provisions.
Item 9.01 Financial Statements and Exhibits
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(d) |
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Exhibits |
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Indenture, dated February 24, 2023, among the Issuer, the Guarantor
and The Bank of New York Mellon |
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4.2 - |
Form of 2.875% Senior Exchangeable Notes due 2028 (included in
Exhibit 4.1) |
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104 - |
Cover Page Interactive Data File (embedded within the Inline XBRL
document) |
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 |
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Marlene C. Beers
Vice President and Controller |
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Dated: February 24, 2023
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