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PPL > SEC Filings for PPL > Form 8-K on 14-Nov-2013All Recent SEC Filings

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Form 8-K for PPL CORP


14-Nov-2013

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events

Louisville Gas and Electric Company

On November 6, 2013, Louisville Gas and Electric Company ("LG&E") entered into an underwriting agreement (the "LG&E Underwriting Agreement") with Citigroup Global Markets Inc., RBS Securities Inc., Sun Trust Robinson Humphrey, Inc. and U. S. Bancorp Investments, Inc., as representatives of the several underwriters, relating to the offering and sale by LG&E of $250 million of 4.65% First Mortgage Bonds due 2043 (the "LG&E Bonds").

The Bonds were issued on November 14, 2013, under LG&E's Indenture (the "LG&E Indenture"), dated as of October 1, 2010, to The Bank of New York Mellon, as trustee, as previously supplemented and as supplemented by Supplemental Indenture No. 3 thereto (the "LG&E Supplemental Indenture"), dated as of November 1, 2013 (collectively, the "LG&E Indenture"). The Bonds will be secured by the lien of the LG&E Indenture, which creates, subject to certain exceptions and exclusions, a lien on substantially all of LG&E's real and tangible personal property located in Kentucky and used or to be used in connection with the generation, transmission and distribution of electricity and the storage, transportation and distribution of natural gas, as described therein.

The Bonds are due November 15, 2043, subject to early redemption. LG&E will use the net proceeds from the sale of the Bonds for repayment of short term debt, including commercial paper, for capital expenditures and for other general corporate purposes.

The Bonds were offered and sold under LG&E's Registration Statement on Form S-3 on file with the Securities and Exchange Commission (Registration No. 333-180410-01).

A copy of the LG&E Underwriting Agreement is attached as Exhibit 1(a) to this report and incorporated herein by reference. The LG&E Supplemental Indenture and LG&E Officer's Certificate are filed with this report as Exhibits 4(a) and 4(c), respectively.

Kentucky Utilities Company

On November 6, 2013, Kentucky Utilities Company ("KU") entered into an underwriting agreement (the "KU Underwriting Agreement") with BNP Paribas Securities Corp., Citigroup Global Markets Inc., Goldman, Sachs & Co., and Mitsubishi UFJ Securities (USA), Inc., as representatives of the several underwriters, relating to the offering and sale by KU of $250 million of 4.65% First Mortgage Bonds due 2043 (the "KU Bonds").

The KU Bonds were issued on November 14, 2013, under KU's Indenture (the "KU Indenture"), dated as of October 1, 2010, to The Bank of New York Mellon, as trustee, as previously supplemented and as supplemented by Supplemental Indenture No. 3 thereto (the "KU Supplemental Indenture"), dated as of November 1, 2013


(collectively, the "KU Indenture"). The KU Bonds will be secured by the lien of the KU Indenture, which creates, subject to certain exceptions and exclusions, a lien on substantially all of KU's real and tangible personal property located in Kentucky and used or to be used in connection with the generation, transmission and distribution of electricity, as described therein.

The KU Bonds are due November 15, 2043, subject to early redemption. KU will use the net proceeds from the sale of the KU Bonds for repayment of short term debt, including commercial paper, for capital expenditures and for other general corporate purposes.

The KU Bonds were offered and sold under KU's Registration Statement on Form S-3 on file with the Securities and Exchange Commission (Registration No. 333-180410-02).

A copy of the KU Underwriting Agreement is attached as Exhibit 1(b) to this report and incorporated herein by reference. The KU Supplemental Indenture and KU Officer's Certificate are filed with this report as Exhibits 4(b) and 4(d), respectively.



Item 9.01 Financial Statements and Exhibits

(a) Exhibits

1(a) Underwriting Agreement, dated November 6, 2013, among Louisville Gas and Electric Company and Citigroup Global Markets Inc., RBS Securities Inc., Sun Trust Robinson Humphrey, Inc. and U. S. Bancorp Investments, Inc., as representatives of the several underwriters named therein.

1(b) Underwriting Agreement, dated November 6, 2013, among Kentucky Utilities Company and BNP Paribas Securities Corp., Citigroup Global Markets Inc., Goldman, Sachs & Co., and Mitsubishi UFJ Securities (USA), Inc., as representatives of the several underwriters named therein.

4(a) Supplemental Indenture No 3, dated as of November 1, 2013, of Louisville Gas and Electric Company to The Bank of New York Mellon, as Trustee.

4(b) Supplemental Indenture No. 3, dated as of November 1, 2013, of Kentucky Utilities Company to The Bank of New York Mellon, as Trustee.

4(c) LG&E Officer's Certificate, dated November 14, 2013, pursuant to
Section 201 and 301 of the LG&E Indenture.

4(d) KU Officer's Certificate, dated November 14, 2013, pursuant to
Section 201 and 301 of the KU Indenture.

5(a) Opinion of Dorothy E. O'Brien, Vice President and Deputy General Counsel - Legal and Environmental Affairs of Louisville Gas and Electric Company.

5(b) Opinion of Dorothy E. O'Brien, Vice President and Deputy General Counsel - Legal and Environmental Affairs of Kentucky Utilities Company


     5(c)     Opinion of Pillsbury Winthrop Shaw Pittman LLP as to the LG&E Bonds.

     5(d)     Opinion of Pillsbury Winthrop Shaw Pittman LLP as to the KU Bonds.

     5(e)     Opinion of Stoll Keenon Ogden PLLC as to the KU Bonds.

     23(a)    Consent of Dorothy E. O'Brien, Vice President and Deputy General
              Counsel of Louisville Gas and Electric Company (included as part of
              Exhibit 5(a)).

     23(b)    Consent of Dorothy E. O'Brien, Vice President and Deputy General
              Counsel of Kentucky Utilities Company (included as part of
              Exhibit 5(b)).

     23(c)    Consent of Pillsbury Winthrop Shaw Pittman LLP (included as part of
              Exhibit 5(c)).

     23(d)    Consent of Pillsbury Winthrop Shaw Pittman LLP (included as part of
              Exhibit 5(d)).

     23(e)    Consent of Stoll Keenon Ogden PLLC (included as part of
              Exhibit 5(e)).


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