PPL Corporation Form 8-K
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): May 4, 2007
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
|
|
|
|
333-74794
|
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
|
23-3074920
|
|
|
|
1-905
|
PPL
Electric Utilities Corporation
(Exact
name of Registrant as specified in its charter)
(Pennsylvania)
Two
North Ninth Street
Allentown,
PA 18101-1179
(610)
774-5151
|
23-0959590
|
|
|
|
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)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
[ ]
|
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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))
|
This
combined Form 8-K is separately filed by PPL Corporation, PPL Energy Supply,
LLC
and PPL Electric Utilities Corporation. Information contained herein relating
to
PPL Energy Supply, LLC is filed by PPL Corporation and separately by PPL
Energy
Supply, LLC. Information contained herein relating to PPL Electric Utilities
Corporation is filed by PPL Corporation and separately by PPL Electric Utilities
Corporation. No registrant makes any representation as to information relating
to any other registrant, except that information relating to the two PPL
Corporation subsidiaries is also attributed to PPL Corporation.
Section
1 - Registrant's Business and Operations
Item
1.01 Entry into 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)
On
May 4,
2007, PPL Energy Supply, LLC (“PPL Energy Supply”) entered into a $3.4 billion
Second Amended and Restated Five-Year Credit Agreement with Wachovia Bank,
National Association, as Administrative Agent, Swingline Lender and Issuing
Lender, and the other Lenders party thereto (the “Credit Agreement”), which
amended its previously existing $1.9 billion credit facility and extended the
term of the previously existing facility to June 2012.
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 the Issuing Lender under the Credit
Agreement to issue letters of credit, which issuances reduce available borrowing
capacity. PPL Energy Supply expects that this credit facility will primarily
be
used both as a commercial paper backstop and for issuing letters of credit
to
satisfy collateral requirements of PPL Energy Supply's affiliates. 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 various other covenants that are standard for similar
credit agreements. 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
standard 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 elect to have the principal balance
of
the loans outstanding on the final maturity date of the facility continue as
non-revolving term loans for a period of one year from that final maturity
date.
Also under certain conditions, PPL Energy Supply may request that the facility’s
principal amount be increased by up to $500 million.
Credit
Facility
(PPL
Corporation and PPL Electric Utilities Corporation)
On
May 4,
2007, PPL Electric Utilities Corporation (“PPL Electric”) entered into a $200
million Third Amended and Restated Five-Year Credit Agreement with Wachovia
Bank, National Association, as Administrative Agent, Swingline Lender and
Issuing Lender, and the other Lenders party thereto (the “Credit
Agreement”), which extended the term of its existing credit facility to May
2012.
The
Credit Agreement allows for borrowings at market-based rates plus a spread,
which is based upon PPL Electric’s senior secured long-term debt rating. The
primary purpose of the credit facility is to serve as a credit backstop for
PPL
Electric’s commercial paper program. In addition, PPL Electric may request the
Issuing Lender under the Credit Agreement to issue letters of credit, which
issuances reduce available borrowing capacity. PPL Electric will pay customary
commitment and letter of credit issuance fees under the Credit
Agreement.
The
Credit Agreement contains a financial covenant requiring PPL Electric’s debt to
total capitalization to not exceed 70% (as calculated pursuant to the Credit
Agreement), and various other covenants that are standard for similar credit
agreements. 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
standard representations and warranties that must be made and certain other
conditions that must be met for PPL Electric to borrow or to cause the Issuing
Lender to issue letters of credit.
Under
certain conditions, PPL Electric may elect to have the principal balance of
the
loans outstanding on the final maturity date of the facility continue as
non-revolving term loans for a period of one year from that final maturity
date.
Also under certain conditions, PPL Electric may request that the facility’s
principal amount be increased by up to $100 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(a)
-
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$3.4
billion Second Amended and Restated Five-Year Credit Agreement, dated
as
of May 4, 2007, among PPL Energy Supply and the banks named
therein.
|
|
|
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10(b)
-
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$200
million Third Amended and Restated Five-Year Credit Agreement, dated
as of
May 4, 2007, among PPL Electric and the banks named
therein.
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SIGNATURE
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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|
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By:
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/s/
J. Matt Simmons, Jr.
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|
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J.
Matt Simmons, Jr.
Vice
President and Controller
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PPL
ENERGY SUPPLY, LLC
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By:
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/s/
J. Matt Simmons, Jr.
|
|
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J.
Matt Simmons, Jr.
Vice
President and Controller
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PPL
ELECTRIC UTILITIES CORPORATION
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|
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By:
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/s/
J. Matt Simmons, Jr.
|
|
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J.
Matt Simmons, Jr.
Vice
President and Controller
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Dated: May
9,
2007