8-K 1 a19-10914_38k.htm 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): June 4, 2019

 

GRAPHIC

 

Duke Energy Corporation

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

001-32853

 

20-2777218

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

550 South Tryon Street, Charlotte, North Carolina 28202

(Address of Principal Executive Offices, including Zip Code)

 

(704) 382-3853

(Registrant’s telephone number, including area code)

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

o                                    Emerging growth company

 

o                                    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Securities registered pursuant to Section 12(b) of the Act:

 

Registrant

 

Title of each class:

 

Trading
Symbol(s):

 

Name of each exchange on
which registered:

Duke Energy Corporation

 

Common Stock, $0.001 par value

 

DUK

 

New York Stock Exchange LLC

 

 

 

 

 

 

 

Duke Energy Corporation

 

5.125% Junior Subordinated Debentures due January 15, 2073

 

DUKH

 

New York Stock Exchange LLC

 

 

 

 

 

 

 

Duke Energy Corporation

 

5.625% Junior Subordinated Debentures due September 15, 2078

 

DUKB

 

New York Stock Exchange LLC

 

 

 

 

 

 

 

Duke Energy Corporation

 

Depositary Shares, each representing a 1/1,000th interest in a share of 5.75% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share

 

DUK PR A

 

New York Stock Exchange LLC

 

 

 

 

Item 8.01.  Other Events.

 

On June 7, 2019, Duke Energy Corporation (the “Company”) consummated the issuance and sale of the securities described below pursuant to an underwriting agreement, dated June 4, 2019 (the “Underwriting Agreement”), with MUFG Securities Americas Inc., Mizuho Securities USA LLC, PNC Capital Markets LLC, Scotia Capital (USA) Inc. and TD Securities (USA) LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $600,000,000 aggregate principal amount of the Company’s 3.40% Senior Notes due 2029 and $600,000,000 aggregate principal amount of the Company’s 4.20% Senior Notes due 2049 (collectively, the “Securities”).  The Securities were sold to the Underwriters at discounts to their principal amounts. The Securities were issued pursuant to an Indenture, dated as of June 3, 2008 (the “Indenture”), by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended and supplemented by various supplemental indentures thereto, including the Twenty-second Supplemental Indenture, dated as of June 7, 2019 (the “Supplemental Indenture”), between the Company and the Trustee.  The disclosure in this Item 8.01 is qualified in its entirety by the provisions of the Indenture, the Supplemental Indenture, together with the forms of global notes evidencing the Securities are included therein, is filed as Exhibit 4.1 hereto, and the Underwriting Agreement, which is filed as Exhibit 99.1 hereto.  Such exhibits are incorporated herein by reference.  Also, in connection with the issuance and sale of the Securities, the Company is filing a legal opinion regarding the validity of the Securities as Exhibit 5.1 to this Form 8-K for the purpose of incorporating the opinion into the Company’s Registration Statement on Form S-3, as amended, No. 333-213765.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)                                                                                 Exhibits.

 

4.1

 

Twenty-second Supplemental Indenture, dated as of June 7, 2019, to the indenture, dated as of June 3, 2008, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee

 

 

 

5.1

 

Opinion regarding validity of the Securities

 

 

 

23.1

 

Consent (included as part of Exhibit 5.1)

 

 

 

99.1

 

Underwriting Agreement, dated June 4, 2019, among the Company and MUFG Securities Americas Inc., Mizuho Securities USA LLC, PNC Capital Markets LLC, Scotia Capital (USA) Inc. and TD Securities (USA) LLC, as representatives of the several underwriters named therein

 

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SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

DUKE ENERGY CORPORATION

 

 

 

Date: June 7, 2019

 

 

 

By:

/s/ Robert T. Lucas III

 

 

Name:

Robert T. Lucas III

 

 

Title:

Assistant Corporate Secretary

 

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