PPL Corporation (NYSE:PPL) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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 June 1, 2017, the County of Trimble, Kentucky (the “Issuer”)
issued $60,000,000 aggregate principal amount of its
Environmental Facilities Revenue Refunding Bonds, 2017 Series A
(Louisville Gas and Electric Company Project) (the “Issuer
Bonds”) on behalf of Louisville Gas and Electric Company
(“LGE”). The proceeds of the Issuer Bonds are being used to pay
and discharge $60,000,000 in outstanding principal amount of
Environmental Facilities Revenue Refunding Bonds, 2007 Series A
(Louisville Gas and Electric Company Project) previously issued
by the Issuer on behalf of LGE to refinance certain air and water
pollution control facilities and solid waste disposal facilities
(the “Project”) owned by LGE. The Issuer Bonds mature on June
1, 2033 and are subject to mandatory purchase on any date on
which the Issuer Bonds are converted to a different interest rate
mode, as described below.
issued $60,000,000 aggregate principal amount of its
Environmental Facilities Revenue Refunding Bonds, 2017 Series A
(Louisville Gas and Electric Company Project) (the “Issuer
Bonds”) on behalf of Louisville Gas and Electric Company
(“LGE”). The proceeds of the Issuer Bonds are being used to pay
and discharge $60,000,000 in outstanding principal amount of
Environmental Facilities Revenue Refunding Bonds, 2007 Series A
(Louisville Gas and Electric Company Project) previously issued
by the Issuer on behalf of LGE to refinance certain air and water
pollution control facilities and solid waste disposal facilities
(the “Project”) owned by LGE. The Issuer Bonds mature on June
1, 2033 and are subject to mandatory purchase on any date on
which the Issuer Bonds are converted to a different interest rate
mode, as described below.
The Issuer Bonds were issued under an Indenture of Trust, dated
as of June 1, 2017 (the “Indenture”), by and between the Issuer
and U.S. Bank National Association, as trustee (the “Issuer Bond
Trustee”). The Issuer has loaned the proceeds of the Issuer
Bonds to LGE to a Loan Agreement dated as of June 1, 2017 between
LGE and the Issuer (the “Loan Agreement”). to the Loan
Agreement, LGE is obligated to make payments in such amounts and
at such times as will be sufficient to pay, when due, the
principal or redemption price and interest on the Issuer Bonds.
as of June 1, 2017 (the “Indenture”), by and between the Issuer
and U.S. Bank National Association, as trustee (the “Issuer Bond
Trustee”). The Issuer has loaned the proceeds of the Issuer
Bonds to LGE to a Loan Agreement dated as of June 1, 2017 between
LGE and the Issuer (the “Loan Agreement”). to the Loan
Agreement, LGE is obligated to make payments in such amounts and
at such times as will be sufficient to pay, when due, the
principal or redemption price and interest on the Issuer Bonds.
To secure its obligations to make payments with respect to the
Issuer Bonds, LGE has delivered to the Issuer Bond Trustee its
First Mortgage Bonds, Collateral Series 2017TCA (the “Company
Mortgage Bonds”), in each case, issued to LGE’s Indenture,
dated as of October 1, 2010, to The Bank of New York Mellon, as
trustee, as supplemented by Supplemental Indenture No. 6
(“Supplemental Indenture No. 6”) dated as of May 15, 2017 (the
“2010 Indenture”). The principal amount, maturity date and
interest rate provisions of the Company Mortgage Bonds correspond
to the principal amount and maturity date of, and the interest
rates on, the Issuer Bonds. So long as LGE makes the required
payments under the Loan Agreement, it will not be obligated to
make additional payments on the Company Mortgage Bonds.
Issuer Bonds, LGE has delivered to the Issuer Bond Trustee its
First Mortgage Bonds, Collateral Series 2017TCA (the “Company
Mortgage Bonds”), in each case, issued to LGE’s Indenture,
dated as of October 1, 2010, to The Bank of New York Mellon, as
trustee, as supplemented by Supplemental Indenture No. 6
(“Supplemental Indenture No. 6”) dated as of May 15, 2017 (the
“2010 Indenture”). The principal amount, maturity date and
interest rate provisions of the Company Mortgage Bonds correspond
to the principal amount and maturity date of, and the interest
rates on, the Issuer Bonds. So long as LGE makes the required
payments under the Loan Agreement, it will not be obligated to
make additional payments on the Company Mortgage Bonds.
The Issuer Bonds were issued bearing interest at a long term rate
of 3.75% per annum. Interest on the Issuer Bonds will be payable
on each June 1 and December 1, commencing December 1, 2017. The
Issuer Bonds will be subject to optional redemption on and after
June 1, 2027, as described below. The method of determining the
interest rate on the Issuer Bonds may be converted from time to
time on or after June 1, 2027 at LGE’s option in accordance with
the Indenture to a daily rate, a weekly rate, a semi-annual rate,
an annual rate, a long term rate, rates based on a London
Interbank Offered (LIBOR) rate, a term rate based on the
Securities Industry and Financial Markets Association Municipal
Swap Index or an agreed flexible rate determined by a remarketing
agent based on prevailing market conditions. The Issuer Bonds
will continue to bear interest at the long term rate until a
conversion to another interest rate mode or until maturity or
redemption of the Issuer Bonds.
of 3.75% per annum. Interest on the Issuer Bonds will be payable
on each June 1 and December 1, commencing December 1, 2017. The
Issuer Bonds will be subject to optional redemption on and after
June 1, 2027, as described below. The method of determining the
interest rate on the Issuer Bonds may be converted from time to
time on or after June 1, 2027 at LGE’s option in accordance with
the Indenture to a daily rate, a weekly rate, a semi-annual rate,
an annual rate, a long term rate, rates based on a London
Interbank Offered (LIBOR) rate, a term rate based on the
Securities Industry and Financial Markets Association Municipal
Swap Index or an agreed flexible rate determined by a remarketing
agent based on prevailing market conditions. The Issuer Bonds
will continue to bear interest at the long term rate until a
conversion to another interest rate mode or until maturity or
redemption of the Issuer Bonds.
On any date on or after June 1, 2027, the Issuer Bonds are
subject to optional redemption at the option of the Issuer upon
the written direction of LGE, in whole or in part, at a
redemption price of 50% of the principal amount thereof, plus
accrued interest, if any, to the redemption date. The optional
redemption provisions may be changed in connection with a
conversion to a different interest rate mode. The Issuer Bonds
are also subject to extraordinary optional redemption at a
redemption price of 50% of the principal amount thereof plus
accrued interest to the redemption date upon the exercise by LGE
of an option under the Loan Agreement to prepay the loan upon the
occurrence of certain events, including specified damage to or
destruction of the Project, condemnation of the Project, certain
changes in law rendering the Loan Agreement void or unenforceable
or an order requiring cessation of a substantial part of LGE’s
operations at the generating station served by the Project that
would prevent LGE from carrying on its normal operations at such
station for a period of six months. As a result of a letter
agreement between the Issuer and LGE, dated as of June 1, 2017,
LGE has agreed that it will not, prior to the earliest of the
change to a different long term rate period, the conversion to a
different interest rate mode or the maturity of the
subject to optional redemption at the option of the Issuer upon
the written direction of LGE, in whole or in part, at a
redemption price of 50% of the principal amount thereof, plus
accrued interest, if any, to the redemption date. The optional
redemption provisions may be changed in connection with a
conversion to a different interest rate mode. The Issuer Bonds
are also subject to extraordinary optional redemption at a
redemption price of 50% of the principal amount thereof plus
accrued interest to the redemption date upon the exercise by LGE
of an option under the Loan Agreement to prepay the loan upon the
occurrence of certain events, including specified damage to or
destruction of the Project, condemnation of the Project, certain
changes in law rendering the Loan Agreement void or unenforceable
or an order requiring cessation of a substantial part of LGE’s
operations at the generating station served by the Project that
would prevent LGE from carrying on its normal operations at such
station for a period of six months. As a result of a letter
agreement between the Issuer and LGE, dated as of June 1, 2017,
LGE has agreed that it will not, prior to the earliest of the
change to a different long term rate period, the conversion to a
different interest rate mode or the maturity of the
Issuer Bonds, exercise the rights under the Loan Agreement it
would otherwise have to redeem the Issuer Bonds under certain
circumstances, including the imposition of unreasonable burdens
or excessive liabilities upon LGE with respect to the Project or
changes in the economic availability of materials or supplies
necessary for the efficient operation of the generating station
served by the Project. The Issuer Bonds are also subject to
mandatory redemption upon a determination that the interest on
the Issuer Bonds would be included in the gross income of the
owners thereof for federal income tax purposes. Any such
mandatory redemption would be at a redemption price of 50% of the
principal amount thereof, without redemption premium, plus
accrued interest, if any, to the redemption date.
would otherwise have to redeem the Issuer Bonds under certain
circumstances, including the imposition of unreasonable burdens
or excessive liabilities upon LGE with respect to the Project or
changes in the economic availability of materials or supplies
necessary for the efficient operation of the generating station
served by the Project. The Issuer Bonds are also subject to
mandatory redemption upon a determination that the interest on
the Issuer Bonds would be included in the gross income of the
owners thereof for federal income tax purposes. Any such
mandatory redemption would be at a redemption price of 50% of the
principal amount thereof, without redemption premium, plus
accrued interest, if any, to the redemption date.
The Loan Agreement, Supplemental Indenture No. 6 and the
Officer’s Certificate under the 2010 Indenture relating to the
Company Mortgage Bonds are filed with this report as Exhibits
4(a), 4(b) and 4(c), respectively.
Officer’s Certificate under the 2010 Indenture relating to the
Company Mortgage Bonds are filed with this report as Exhibits
4(a), 4(b) and 4(c), respectively.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Description
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4(a)
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Loan Agreement dated as of June 1, 2017 between
Louisville Gas and Electric Company and the County of Trimble, Kentucky |
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4(b)
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Supplemental Indenture No. 6, dated as of May 15, 2017,
of Louisville Gas and Electric Company to The Bank of New York Mellon, as Trustee |
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4(c)
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Officer’s Certificate, dated June 1, 2017, to Section
201 and Section 301 of the Indenture, dated as of October 1, 2010, of Louisville Gas and Electric Company to The Bank of New York Mellon |
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About PPL Corporation (NYSE:PPL)
PPL Corporation (PPL) is a utility holding company. Through its subsidiaries, PPL delivers electricity to customers in the United Kingdom, Pennsylvania, Kentucky, Virginia and Tennessee; delivers natural gas to customers in Kentucky, and generates electricity from power plants in Kentucky. It operates through three segments: U.K. Regulated Segment, Kentucky Regulated Segment and Pennsylvania Regulated Segment. The U.K. Regulated Segment comprises PPL Global, which includes PPL WPD Limited and its subsidiaries’ regulated electricity distribution operations, among others. The Kentucky Regulated segment consists of the operations of LG&E and KU Energy LLC, a subsidiary of PPL, which owns and operates regulated public utilities engaged in the generation, transmission, distribution and sale of electricity and distribution and sale of natural gas. The Pennsylvania Regulated segment consists of the operations of PPL Electric Utilities Corporation, which distributes and transmits electricity. PPL Corporation (NYSE:PPL) Recent Trading Information
PPL Corporation (NYSE:PPL) closed its last trading session up +0.05 at 39.96 with 5,623,008 shares trading hands.
