Duke Energy Corporation (NYSE:DUK) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders.
On March29, 2019, Duke Energy Corporation (the “Company”) consummated the public offering of 40,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1,000thinterest in a share of the Company’s 5.75% SeriesA Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share, with a liquidation preference of $25,000 per share (the “SeriesA Preferred Stock”). Under the terms of the SeriesA Preferred Stock, the Company’s ability to declare or pay dividends on, or purchase, redeem or otherwise acquire for consideration by the Company, directly or indirectly, shares of its common stock or any class or series of capital stock of the Company that rank junior to the SeriesA Preferred Stock will be subject to certain restrictions in the event that the Company does not declare and pay (or does not declare and set aside a sum sufficient for the payment thereof) the full cumulative dividends on the SeriesA Preferred Stock through the most recently completed dividend period. The terms of the SeriesA Preferred Stock, including such restrictions, are more fully described in, and this description is qualified in its entirety by reference to, the Certificate of Designations (as defined in Item 5.03 below), a copy of which is filed as Exhibit3.1 to this Current Report on Form8-Kand is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March28, 2019, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to establish the preference, limitations and relative rights of the SeriesA Preferred Stock. The Certificate of Designations became effective upon filing, and a copy is filed as Exhibit3.1 to this Current Report on Form8-K and is incorporated herein by reference.
Item 8.01. Other Events.
On March29, 2019, the Company consummated the issuance and sale of the Depositary Shares to an underwriting agreement, dated March25, 2019 (the “Underwriting Agreement”) with Morgan Stanley& Co. LLC, Merrill Lynch, Pierce, Fenner& Smith Incorporated, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”), to which the Company agreed to issue and sell to the Underwriters the Depositary Shares. The public offering price for the Depositary Shares was $25.00. to the Underwriting Agreement, the Underwriters received an underwriting discount of $0.7875 per Depositary Share in respect of 26,984,590 shares sold to retail investors, and an underwriting discount of $0.5000 per share in respect of 13,015,410 Depositary Shares sold to institutional investors. The Depositary Shares were issued to a Deposit Agreement (the “Deposit Agreement”), dated as of March29, 2019, among the Company, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein. The disclosure in this Item 8.01 is qualified in its entirety by the provisions of the Underwriting Agreement, which is filed as Exhibit99.1 hereto and the Deposit Agreement which is filed as Exhibit4.1 hereto. Such exhibits are incorporated herein by reference. Also, in connection with the issuance and sale of the Depositary Shares, the Company is filing a legal opinion regarding the validity of the Depositary Shares as Exhibit5.1 to this Form8-K for the purpose of incorporating such opinion into the Company’s Registration Statement on FormS-3, as amended, No.333-213765.
Item 9.01. Financial Statements and Exhibits.
Duke Energy CORP Exhibit
EX-3.1 2 a19-6987_5ex3d1.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF 5.75% SERIES A CUMULATIVE REDEEMABLE PERPETUAL PREFERRED STOCK OF DUKE ENERGY CORPORATION Duke Energy Corporation,…
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About Duke Energy Corporation (NYSE:DUK)
Duke Energy Corporation (Duke Energy) is an energy company. The Company’s segments include Regulated Utilities, International Energy and Commercial Portfolio. Duke Energy’s subsidiaries include its subsidiary registrants: Duke Energy Carolinas, LLC; Progress Energy, Inc.; Duke Energy Progress, LLC; Duke Energy Florida, LLC; Duke Energy Ohio, Inc. , and Duke Energy Indiana, Inc. (Duke Energy Indiana). Its Regulated Utilities segment conducts operations through Duke Energy Carolinas, Duke Energy Progress, Duke Energy Florida, Duke Energy Indiana and Duke Energy Ohio. Its International Energy segment operates and manages power generation facilities and engages in sales and marketing of electric power, natural gas, and natural gas liquids. The Company’s Commercial Portfolio’s renewable energy includes utility-scale wind and solar generation assets which total approximately 2,400 megawatts across over 10 states from approximately 20 wind farms and over 50 commercial solar farms.
