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 20, 2015

 

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
     
1-32944 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
     

 

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 8 - Other Events

 

Item 8.01 Other Events

 

On May 21, 2015, PPL Corporation ("PPL") announced the definitive distribution ratio for the spinoff of its competitive power generation business, PPL Energy Supply, LLC ("Energy Supply"), to PPL shareowners. As previously announced, PPL's board of directors has declared a pro rata distribution to PPL shareowners of all of the common stock of Talen Energy Holdings, Inc. ("HoldCo"), which as of the distribution date will be the parent company of Energy Supply. Immediately following the distribution, each share of HoldCo common stock will be converted into one share of Talen Energy Corporation ("Talen Energy") common stock. PPL shareowners will receive on the distribution date, June 1, 2015, approximately 0.1249 shares of Talen Energy common stock (NYSE: TLN) for each share of PPL common stock they owned as of 5:00 p.m., New York City time, on May 20, 2015, the record date set by PPL's board of directors.

 

PPL shareowners will not receive fractional shares of Talen Energy common stock. Instead, fractional shares of Talen Energy common stock will be aggregated and sold in the open market, with the net proceeds distributed pro rata in cash payments to the PPL shareowners who would otherwise receive a fractional share of Talen Energy common stock.

 

On May 21, 2015, PPL issued a press release announcing these matters, which is attached hereto as Exhibit 99.1.

 

Section 9 - Financial Statement and Exhibits

 

Item 9.01 Financial Statements and Exhibits

 

  (d)   Exhibits  
         
      99.1 - Press release, dated May 21, 2015.
           

 

 
 


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.

 

 

  PPL CORPORATION
       
  By: /s/ Stephen K. Breininger  
   

Stephen K. Breininger

Vice President and Controller

 

 

 

  PPL ENERGY SUPPLY, LLC
       
  By: /s/ Stephen K. Breininger  
   

Stephen K. Breininger

Controller

 

 

Dated:  May 21, 2015



 

 Exhibit 99.1

 

Contact:

For news media: George C. Lewis, 610-774-4687
  For financial analysts: Joseph P. Bergstein, 610-774-5609
  PPL Corporation

 

 

PPL Corporation Announces Definitive Distribution Ratio for the Spinoff of its

Energy Supply Competitive Power Generation Business

 

 

ALLENTOWN, Pa. (May 21, 2015) -- PPL Corporation (NYSE: PPL) (“PPL”) today announced the definitive distribution ratio for the spinoff of its competitive power generation business, PPL Energy Supply, LLC (“Energy Supply”), to PPL shareowners. As previously announced, PPL’s board of directors has declared a pro rata distribution to PPL shareowners of all of the common stock of Talen Energy Holdings, Inc. (“HoldCo”), which as of the distribution date will be the parent company of Energy Supply. Immediately following the distribution, each share of HoldCo common stock will be converted into one share of Talen Energy Corporation (“Talen Energy”) common stock. PPL shareowners will receive on the distribution date, June 1, 2015, approximately 0.1249 shares of Talen Energy common stock (NYSE: TLN) for each share of PPL common stock they owned as of 5:00 p.m., New York City time, on May 20, 2015, the record date set by PPL’s board of directors.

PPL shareowners will not receive fractional shares of Talen Energy common stock. Instead, fractional shares of Talen Energy common stock will be aggregated and sold in the open market, with the net proceeds distributed pro rata in cash payments to the PPL shareowners who would otherwise receive a fractional share of Talen Energy common stock.

Immediately after the spinoff on June 1, 2015 the competitive power generation business (“RJS Power”) owned by affiliates of Riverstone Holdings LLC (“Riverstone”) will be contributed to Talen Energy in exchange for shares of Talen Energy common stock and Talen Energy will own and operate the combined competitive power generation businesses of Energy Supply and RJS Power, with PPL’s shareowners owning 65% of Talen Energy’s outstanding common stock and Riverstone’s affiliates owning the remaining 35%.

Talen Energy common stock began trading on a “when-issued” basis on the NYSE under the symbol “TLN WI” on May 18, 2015. On June 2, 2015, “regular way” trading under the symbol “TLN” is expected to begin. The CUSIP number for the TLN common stock will be 87422J 105 when regular way trading begins.

 

About PPL Corporation

 

PPL Corporation, with 2014 revenues of $11.5 billion, is one of the largest companies in the U.S. utility sector. The PPL family of companies delivers electricity and natural gas to about 10 million customers in the United States and the United Kingdom. More information is available at www.pplweb.com.

 

 

# # #

 

Statements contained in this news release, including statements with respect to future earnings, cash flows, financing, regulation, operating performance and corporate strategy, are “forward-looking statements” within the meaning of the federal securities laws. Although PPL Corporation believes that the expectations and assumptions reflected in these forward-looking statements are reasonable, these statements are subject to a number of risks and uncertainties, and actual results may differ materially from the results discussed in the statements. The following are among the important factors that could cause actual results to differ materially from the forward-looking statements: failure to obtain necessary regulatory approvals or to satisfy any of the other conditions to the proposed transaction; actions, including divestitures, that may be required to obtain necessary regulatory approvals; negative effects of the announcement or consummation of the proposed transaction; the impact of state, federal or foreign investigations applicable to PPL Corporation and its subsidiaries; the outcome of litigation against PPL Corporation and its subsidiaries; new state, federal or foreign legislation, including new tax legislation; and the commitments and liabilities of PPL Corporation and its subsidiaries. Any such forward-looking statements should be considered in light of such important factors and in conjunction with PPL Corporation's Form 10-K and other reports on file with the Securities and Exchange Commission.

 

Note to Editors: Visit our media website at www.pplnewsroom.com for additional news and background about PPL Corporation.

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