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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): September 28, 2020
 
 
 
Commission File
Number
   
Registrant; State of Incorporation;
Address and Telephone Number
   
IRS Employer
Identification No.
1-11459
   
PPL Corporation
(Exact name of Registrant as specified in its charter)
(Pennsylvania)
Two North Ninth Street
Allentown, PA 18101-1179
(610) 774-5151
   
23-2758192
1-905
   
PPL Electric Utilities Corporation
(Exact name of Registrant as specified in its charter)
(Pennsylvania)
Two North Ninth Street
Allentown, PA 18101-1179
(610) 774-5151
   
23-0959590
 
 
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
Common Stock of PPL Corporation
  
PPL
  
New York Stock Exchange
Junior Subordinated Notes of PPL Capital Funding, Inc.
2007 Series A due 2067
  
PPL/67
  
New York Stock Exchange
2013 Series B due 2073
  
PPX
  
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.
 
☐
PPL Corporation
 
☐
PPL Electric Utilities Corporation
 
 
 
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
and
Section 8 – Other Events
Item 8.01 Other Events
On September 28, 2020, PPL Electric Utilities Corporation (“PPL Electric”) entered into an underwriting agreement (the “Underwriting Agreement”) with BMO Capital Markets Corp., RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as underwriters (the “Underwriters”), relating to the offering and sale by PPL Electric of $250 million of First Mortgage Bonds, Floating Rate Series due 2023 (the “Bonds”).
The Bonds were issued on October 1, 2020, under PPL Electric’s Indenture (the “2001 Indenture”), dated as of August 1, 2001, to The Bank of New York Mellon, as trustee, as previously supplemented and as supplemented by Supplemental Indenture No. 22 thereto (the “Supplemental Indenture”), dated as of September 15, 2020 (collectively, the “Indenture”). The Bonds will be secured by the lien of the Indenture, which creates a lien on substantially all of PPL Electric’s distribution properties and certain of its transmission properties, subject to certain exceptions and exclusions, as described therein.
The Bonds are due September 28, 2023, subject to early redemption. PPL Electric will use the net proceeds from the sale of the Bonds to repay short term indebtedness and for general corporate purposes.
The Bonds were offered and sold under PPL Electric’s Registration Statement on Form
S-3
on file with the Securities and Exchange Commission (Registration
No. 333-223142-04).
A copy of the Underwriting Agreement is attached as Exhibit 1(a) to this report and incorporated herein by reference. The Supplemental Indenture and Officer’s Certificate are filed with this report as Exhibits 4(a) and 4(b), respectively.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
 
Exhibit
No.
  
Description
1(a)   Underwriting Agreement, dated September 28, 2020.
4(a)   Supplemental Indenture No. 22, dated as of September 15, 2020, of PPL Electric Utilities Corporation to The Bank of New York Mellon, as Trustee.
4(b)   Officer’s Certificate, dated October 1, 2020, pursuant to Section 201 and Section 301 of the Indenture.
5(a)   Opinion of W. Eric Marr, Senior Counsel of PPL Services Corporation.
5(b)   Opinion of Bracewell LLP.
23(a)   Consent of W. Eric Marr, Senior Counsel of PPL Services Corporation (included as part of Exhibit 5(a)).
23(b)   Consent of Bracewell LLP (included as part of Exhibit 5(b)).
104   Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
PPL CORPORATION
By:
  
/s/ Marlene C. Beers
 
Marlene C. Beers
 
Vice President and Controller
 
PPL ELECTRIC UTILITIES CORPORATION
By:
  
/s/ Stephen K. Breininger
 
Stephen K. Breininger
 
Vice President–Finance and Regulatory
Affairs and Controller
Dated:    October 1, 2020