EX-99.(B) 10 a2208807zex-99_b.htm EX-99.(B)

Exhibit 99(b)

 

LG&E and KU Energy LLC

Offer to Exchange

 

$250,000,000 aggregate principal amount of its 4.375% Senior Notes due 2021, which have been registered under the Securities Act of 1933, as amended, for any and all of its outstanding 4.375% Senior Notes due 2021 (such transaction, the “Exchange Offer”)

 

, 2012

To Brokers, Dealers, Commercial Banks,

Trust Companies and other Nominees:

 

As described in the enclosed Prospectus, dated          , 2012 (as the same may be amended or supplemented from time to time, the “Prospectus”), and Letter of Transmittal (the “Letter of Transmittal”), LG&E and KU Energy LLC (the “Company”) is offering to exchange an aggregate principal amount of up to $250,000,000 aggregate principal amount of 4.375% Senior Notes due 2021 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of its outstanding 4.375% Senior Notes due 2021 (the “Outstanding Notes”) in integral multiples of $2,000 and multiples of $1,000 in excess thereof upon the terms and subject to the conditions of the enclosed Prospectus and Letter of Transmittal.  The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof.  The Company will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal.  Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

 

WE URGE YOU TO PROMPTLY CONTACT YOUR CLIENTS FOR WHOM YOU HOLD OUTSTANDING NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE. PLEASE BRING THE EXCHANGE OFFER TO THEIR ATTENTION AS PROMPTLY AS POSSIBLE.

 

Enclosed are copies of the following documents:

 

1.              The Prospectus;

2.              The Letter of Transmittal for your use in connection with the tender of Outstanding Notes and for the information of your clients, including a Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (providing information relating to U.S. federal income tax backup withholding);

3.              A form of Notice of Guaranteed Delivery; and

4.              A form of letter, including a letter of instructions to a registered holder from a beneficial owner, which you may use to correspond with your clients for whose accounts you hold Outstanding Notes that are registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions regarding the Exchange Offer.

 

Your prompt action is requested.  Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on      , 2012 (the “Expiration Date”), unless the Company otherwise extends the Exchange Offer.  The Exchange Offer is not conditioned upon any minimum number of Outstanding Notes being tendered.

 

To participate in the Exchange Offer, certificates for Outstanding Notes, together with a duly executed and properly completed Letter of Transmittal or facsimile thereof, or a timely confirmation of a book-entry transfer of such Outstanding Notes into the account of The Bank of New York Mellon (the “Exchange Agent”), at the book-entry transfer facility, with any required signature guarantees, and any other required documents, must be received by the Exchange Agent by the Expiration Date as indicated in the Prospectus and the Letter of Transmittal.

 

Pursuant to the Letter of Transmittal, each holder of the Outstanding Notes will represent to the Company that (a) any Exchange Notes acquired in exchange for Outstanding Notes tendered hereby will have been acquired in the ordinary course

 


 

of business of the person receiving such Exchange Notes, whether or not such person is the holder, (b) neither the holder of such Outstanding Notes nor any such other person is engaged in or intends to engage in, nor has an arrangement or understanding with any person to participate in, the distribution of such Exchange Notes, and (c) neither the holder of such Outstanding Notes nor any such other person is an “affiliate,” as such term is defined in Rule 405 under the Securities Act, of the Company.

 

If the holder is a broker-dealer that will receive the Exchange Notes for its own account in exchange for the Outstanding Notes, it will represent that (a) the Outstanding Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and (b) that it did not purchase its Outstanding Notes from the Company or any of its affiliates, and will acknowledge that it will deliver a prospectus in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

 

The enclosed letter to clients contains an authorization by the beneficial owners of the Outstanding Notes for you to make the foregoing representations.

 

The Company will not pay any fees or commissions to any broker or dealer or to any other persons in connection with the solicitation of tenders of the Outstanding Notes pursuant to the Exchange Offer.  However, the Company will pay the fees of the Exchange Agent for its services in connection with the Exchange Offer and will pay or cause to be paid any transfer taxes applicable to the tender of the Outstanding Notes to it or its order, except as otherwise provided in the Prospectus and Letter of Transmittal.

 

If holders of the Outstanding Notes wish to tender, but it is impracticable for them to forward their Outstanding Notes prior to the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus and in the Letter of Transmittal.

 

Any inquiries you may have with respect to the procedures for tendering Outstanding Notes in the Exchange Offer should be addressed to the Exchange Agent at its address and telephone number set forth in the enclosed Prospectus and Letter of Transmittal. Additional copies of the enclosed materials may be obtained from the Exchange Agent.

 

Very truly yours,

 

LG&E AND KU ENERGY LLC

 

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM IN CONNECTION WITH THE EXCHANGE OFFER, OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS EXPRESSLY CONTAINED THEREIN.