8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 17, 2020

DPL Inc. Ohio (State of Incorporation) 1-9052 (Commission File Number)   31-1163136 (IRS Employer Identification No.)   1065 Woodman Drive Dayton, Ohio 45432 (Address of principal executive offices, including zip code)   937-259-7215 Registrant's telephone number, including area code THE DAYTON POWER AND LIGHT COMPANY Ohio (State of Incorporation) 1-2385 (Commission File Number)   31-0258470 (IRS Employer Identification No.)   1065 Woodman Drive Dayton, Ohio 45432 (Address of principal executive offices, including zip code)   937-259-7215 Registrant's telephone number, including area code

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:

☐ 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:
Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
N/A	N/A	N/A

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
DPL Inc.	☐
The Dayton Power and Light 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.

DPL Inc.	☐
The Dayton Power and Light Company	☐

Item 8.01 Other Events.

On June 17, 2020, DPL Inc. (the “Company”) announced its intent to offer, subject to market and other conditions, senior unsecured notes (the “Notes”) in a private offering only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The Company intends to use the net proceeds from the Notes, together with cash on hand and/or the proceeds of other short-term borrowings, to redeem all of its outstanding 7.25% Senior Unsecured Notes due 2021, of which $380 million is currently outstanding, and to pay related fees and expenses. Any remaining net proceeds will be used for general corporate purposes.

A copy of the press release announcing the offering of the Notes is being furnished as Exhibit 99.1 attached hereto and is incorporated by reference herein.

In connection with the offering of the Notes, the Company disclosed in a confidential offering memorandum dated June 17, 2020 certain business updates.

The Company’s results for the three months ended June 30, 2020 will be adversely affected, compared to the same period in the prior year, as a result of the impact of changes to The Dayton Power and Light Company’s (“DP&L”) electric security plan in December 2019, primarily consisting of the removal of the distribution modernization rider, distribution investment rider and the absence of approximately $9.6 million of decoupling revenue that was recognized in the three months ended June 30, 2019, partially offset by the reinstatement of the rate stabilization charge rider.

In the first half of 2020, The AES Corporation (“AES”) provided a statement of intent to provide capital contributions of $150 million in the aggregate to DPL or DP&L, by June 30, 2020 (the “2020 Contribution”) to enable DP&L to improve its infrastructure and modernize its grid while maintaining liquidity. In addition, AES provided a statement of intent to contribute an additional $150 million to DPL or DP&L in 2021 (the “2021 Contribution” and, together with the 2020 Contribution, the “Contributions”) to enable smart grid investment. The payment of the Contributions to DPL or DP&L are not guaranteed and are dependent on certain conditions, including, with respect to the 2021 Contribution, recovery of grid modernization investments through the infrastructure investment rider.

In response to the Public Utilities Commission of Ohio’s (“PUCO”) COVID-19 emergency orders, DP&L filed an application on March 23, 2020, requesting waivers of certain rule and tariff requirements and deferral of certain costs and revenue associated with foregone reconnection fees and late payment fees and on April 15, 2020, supplemented the application with a separate request for certain billing modifications for commercial and industrial customers, and deferral of the amounts associated with waiving minimum demand charges. On May 20, 2020, the PUCO approved the application related to the deferral of the certain costs and revenues and denied the billing modification proposal, encouraging instead that DP&L develop payment plans for individual customers.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Press Release Announcing Intention to Offer the Notes.

Forward-Looking Statements

This current report contains forward-looking statements including, but not limited to, statements regarding management’s intents, beliefs, and current expectations and typically contain, but are not limited to, the terms “anticipate,” “approximate”, “potential,” “expect,” “forecast,” “target,” “will,” “would,” “intend,” “believe,” “project,” “estimate,” “plan”, and similar words. Such forward-looking statements include, but are not limited to, statements with respect to the issuance of the Notes, results on our operations and our expectations regarding PUCO regulatory actions. Forward-looking statements are not intended to be a guarantee of future results, but instead constitute current expectations based on reasonable assumptions.

Actual results could differ materially from those projected in our forward-looking statements due to risks, uncertainties, and other factors. Important factors that could affect actual results are discussed in DPL’s and DP&L’s filings with the Securities and Exchange Commission, including, but not limited to, the risks discussed under Item 1A “Risk Factors” in DPL’s and DP&L’s 2019 Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Readers are encouraged to read DPL’s and DP&L’s filings to learn more about the risk factors associated with DPL’s and DP&L’s businesses. DPL and DP&L undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Any security holder who desires copies of DPL or DP&L’s periodic reports filed with the Securities and Exchange Commission may obtain copies (excluding Exhibits) without charge by addressing a request to the Office of the Secretary, DPL Inc., 1065 Woodman Drive, Dayton, Ohio 45432. Exhibits also may be requested, but a charge equal to the reproduction cost thereof will be made. Copies of such reports also may be obtained by visiting DP&L’s website at www.dpandl.com.

SIGNATURES

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.

	DPL Inc.
Date: June 17, 2020	By:	/s/ Judi L. Sobecki
	Name:	Judi L. Sobecki
	Title:	General Counsel and Secretary

	The Dayton Power and Light Company
Date: June 17, 2020	By:	/s/ Judi L. Sobecki
	Name:	Judi L. Sobecki
	Title:	Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

DPL Inc. Announces Proposed Private Offering of Senior Unsecured Notes

Dayton, Ohio – June 17, 2020 – DPL Inc. (“DPL”) announced today that it intends to offer, subject to market and other conditions, senior unsecured notes (the “Notes”) in a private offering exempt from registration in accordance with Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).

DPL intends to use the net proceeds from the Notes, together with cash on hand and/or the proceeds of other short-term borrowings, to redeem all of its outstanding 7.25% Senior Unsecured Notes due 2021, of which $380 million is currently outstanding, and to pay related fees and expenses. Any remaining proceeds will be used for general corporate purposes.

The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance upon Rule 144A under the Securities Act and, outside the United States, only to non-U.S. persons pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements under the Securities Act or any state securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor does it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. This press release does not constitute a notice of redemption of the 7.25% Senior Unsecured Notes due 2021.

About DPL Inc.

DPL Inc. is a regional energy provider and an AES company. DPL's primary subsidiaries include The Dayton Power and Light Company and Miami Valley Insurance Company (MVIC). The Dayton Power and Light Company, a regulated electric utility, provides service to approximately 527,000 customers in West Central Ohio and MVIC, a captive insurance company, provides insurance services to DPL and its subsidiaries.

Forward-Looking Statements

Certain statements contained in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Matters discussed in this press release that relate to events or developments that are expected to occur in the future, including management’s expectations, strategic objectives, business prospects, anticipated economic performance, financial position and other similar matters constitute forward-looking statements. Forward-looking statements are based on management’s beliefs, assumptions and expectations of future economic performance, taking into account the information currently available to management. These statements are not statements of historical fact and are typically identified by terms and phrases such as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “continue,” “should,” “could,” “may,” “plan,” “project,” “predict,” “will” and similar expressions. Such forward-looking statements are

subject to risks and uncertainties and investors are cautioned that outcomes and results may vary materially from those projected due to various factors beyond DPL’s control, including but not limited to the risks and other factors discussed in DPL’s filings with the Securities and Exchange Commission.

Forward-looking statements speak only as of the date of the document in which they are made. DPL disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in its expectations or any change in events, conditions or circumstances on which the forward-looking statement is based. If DPL does update one or more forward-looking statements, no inference should be made that DPL will make additional updates with respect to those or other forward-looking statements.

 
Media Contact:
Mary Ann Kabel

937-224-5940
communications@dplinc.com

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Condensed Cash Flow Statements, Captions [Line Items]
Document Type	8-K
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Entity Incorporation, State or Country Code	OH
Entity Address, Address Line One	1065 Woodman Drive
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Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45432
City Area Code	937
Local Phone Number	259-7215
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Entity Registrant Name	THE DAYTON POWER AND LIGHT COMPANY
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Entity Incorporation, State or Country Code	OH
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Entity Address, City or Town	Dayton
Entity Address, State or Province	OH
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Entity Emerging Growth Company	false