PPL Corp - FORM 8-K - June 14, 2012

PPL Corp - FORM 8-K - June 14, 2012

Attached files

Attached files

PPL Corp Reports

file	filename
EX-4.(B) - SUPPLEMENTAL INDENTURE NO. 8 - PPL Corp	d367056dex4b.htm
EX-4.(C) - OFFICERS' CERTIFICATE - PPL Corp	d367056dex4c.htm
EX-5.(B) - OPINION OF DAVIS POLK & WARDWELL LLP. - PPL Corp	d367056dex5b.htm
EX-5.(A) - OPINION OF FREDERICK C. PAINE, SENIOR COUNSEL OF PPL SERVICES CORPORATION. - PPL Corp	d367056dex5a.htm
EX-1.(A) - UNDERWRITING AGREEMENT - PPL Corp	d367056dex1a.htm

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): June 11, 2012


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

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))

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 June 11, 2012, PPL Capital Funding, Inc. (“PPL Capital Funding”) and PPL Corporation (“PPL”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BNP Paribas Securities Corp., Goldman, Sachs & Co., J.P. Morgan Securities LLC and UBS Securities LLC as representatives of the several underwriters named therein (the “Underwriters”), relating to the offering and sale by PPL Capital Funding of $400,000,000 of its 4.20% Senior Notes due 2022 (the “Notes”). The Notes are fully and unconditionally guaranteed as to payment of principal, premium, if any, and interest under guarantees (the “Guarantees”) of PPL. A copy of the Underwriting Agreement is attached as Exhibit 1(a) to this Current Report.

The Notes were issued on June 14, 2012, under an indenture (the “Indenture”), dated as of November 1, 1997, among PPL Capital Funding, PPL and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N. A. (formerly known as The Chase Manhattan Bank)), as trustee, as supplemented by Supplemental Indenture No. 8 thereto (the “Supplemental Indenture”), dated as of June 14, 2012, and an Officers’ Certificate of PPL Capital Funding and PPL (the “Officers’ Certificate”), dated June 14, 2012, establishing the terms of the Notes. Copies of the Indenture, Supplemental Indenture and Officers’ Certificate are attached as Exhibits 4(a), 4(b) and 4(c), respectively, to this Current Report. The maturity date of the Notes is June 15, 2022, subject to early redemption at PPL Capital Funding’s option. PPL Capital Funding and PPL expect to loan the net proceeds from the sale of the Notes to subsidiaries of PPL, which will use the funds for general corporate purposes.

The Notes and the Guarantees were offered and sold under PPL’s and PPL Capital Funding’s joint Registration Statement on Form S-3 on file with the Securities and Exchange Commission (Registration Nos. 333-180410 and 333-180410-06).

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits


				4(a)		Indenture, dated as of November 1, 1997, among PPL Capital Funding, Inc., PPL Corporation and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N. A. (formerly known as The Chase Manhattan Bank)), as Trustee (incorporated by reference to Exhibit 4.1 to PPL Corporation’s Current Report on Form 8-K (File No. 1-11459) dated November 12, 1997).

				4(b)		Supplemental Indenture No. 8, dated as of June 14, 2012, among PPL Capital Funding, Inc., PPL Corporation and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N. A. (formerly known as The Chase Manhattan Bank)), as Trustee.

				4(c)		Officers’ Certificate, dated June 14, 2012, pursuant to Section 301 of the Indenture.

				5(a)		Opinion of Frederick C. Paine, Senior Counsel of PPL Services Corporation.

				5(b)		Opinion of Davis Polk & Wardwell LLP.

				23(a)		Consent of Frederick C. Paine, Senior Counsel of PPL Services Corporation (included as part of Exhibit 5(a)).

				23(b)		Consent of Davis Polk & Wardwell LLP (included as part of Exhibit 5(b)).

SIGNATURE

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.


PPL CORPORATION

By:		/s/ Russell R. Clelland
		Russell R. Clelland Assistant Treasurer

Dated: June 14, 2012

Underwriting Agreement, dated June 11, 2012, among PPL Capital Funding, Inc., PPL Corporation and BNP Paribas Securities Corp., Goldman, Sachs & Co., J.P. Morgan Securities LLC and UBS Securities LLC as representatives of the several underwriters named therein.