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): October 19, 2010
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Commission
File
Number
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Registrant;
State of Incorporation;
Address and Telephone
Number
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IRS
Employer
Identification
No.
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1-11459
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PPL
Corporation
(Exact
name of Registrant as specified in its charter)
(Pennsylvania)
Two
North Ninth Street
Allentown,
PA 18101-1179
(610)
774-5151
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23-2758192
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1-32944
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PPL
Energy Supply, LLC
(Exact
name of Registrant as specified in its charter)
(Delaware)
Two
North Ninth Street
Allentown,
PA 18101-1179
(610)
774-5151
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23-3074920
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
1 - Registrant's Business and Operations
Item
1.01 Entry into a Material Definitive Agreement
Item
1.02 Termination of a Material Definitive Agreement
and
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
Credit
Facility
(PPL
Corporation and PPL Energy Supply, LLC)
As
previously announced, on June 21, 2010, PPL Energy Supply, LLC (“PPL Energy
Supply”) entered into an Escrow Agreement with Wells Fargo, National
Association, as Administrative Agent, and the Lenders referred to below, with
respect to a $4 billion Revolving Credit Agreement, to be dated and effective as
of the Effective Date described below, among PPL Energy Supply, Wells Fargo,
National Association, as Administrative Agent, Swingline Lender and Issuing
Lender, and the other Lenders party thereto (the “Credit
Agreement”). On October 19, 2010 (the “Effective Date”), the Credit
Agreement became effective and replaced PPL Energy Supply’s (a) $3.4 billion
Second Amended and Restated Credit Facility dated as of May 4, 2007, which PPL
Energy Supply terminated as of the Effective Date, and (b) $400 million Amended
and Restated 364-day Credit Agreement dated September 8, 2009, which terminated
in September 2010 in accordance with its terms on its scheduled termination
date.
The
Credit Agreement allows for borrowings at market-based rates plus a spread,
which is based upon PPL Energy Supply’s senior unsecured long-term debt
rating. In addition, PPL Energy Supply may request certain Lenders
under the Credit Agreement to issue letters of credit, which issuances reduce
available borrowing capacity. PPL Energy Supply intends to use this
credit facility for general corporate purposes of PPL Energy Supply and its
affiliates, including for working capital purposes, for making investments in or
loans to affiliates, and as a commercial paper backstop. In addition,
PPL Energy Supply intends to use proceeds of borrowings under the Credit
Agreement to make loans to certain of its affiliates to provide interim
financing of amounts required to pay a portion of the purchase price of PPL
Corporation’s previously announced approximately $7.6 billion acquisition
(“Acquisition”) of E.ON U.S. LLC, the owner of Louisville Gas and Electric
Company and Kentucky Utilities Company, from E.ON AG. Closing of the
Acquisition is subject, among other things, to receipt of required regulatory
approvals and is expected to occur during the fourth quarter of
2010. PPL Energy Supply will pay customary commitment and letter of
credit issuance fees under the Credit Agreement.
The
Credit Agreement contains a financial covenant requiring PPL Energy Supply’s
debt to total capitalization to not exceed 65% (as calculated pursuant to the
Credit Agreement), and other customary covenants. Failure to meet the
covenants beyond applicable grace periods and certain other events, including
the occurrence of a Change of Control (as defined in the Credit Agreement),
could result in acceleration of due dates of any borrowings, cash
collateralization of outstanding letters of credit and/or termination of the
Credit Agreement. The Credit Agreement also contains certain customary
representations and warranties that must be made and certain other conditions
that must be met for PPL Energy Supply to borrow or to cause the Issuing Lender
to issue letters of credit.
Under
certain conditions, PPL Energy Supply may request that the facility’s principal
amount be increased by up to $500 million.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
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(d)
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Exhibits
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10.1
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$4,000,000,000 Revolving Credit
Agreement, dated as of October 19, 2010, among PPL Energy Supply, LLC, the
Lenders party thereto and Wells Fargo Bank, National Association, as
Administrative Agent, Swingline Lender and Issuing
Lender.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrants have
duly caused this report to be signed on their behalf by the undersigned hereunto
duly authorized.
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PPL
CORPORATION
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By:
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/s/
Paul A. Farr
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Paul
A. Farr
Executive
Vice President and
Chief
Financial Officer
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PPL
ENERGY SUPPLY, LLC
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By:
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/s/
Paul A. Farr
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Paul
A. Farr
Executive
Vice President
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Dated: October
20, 2010