8-K 1 a17-18643_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): August 7, 2017

 

 

 

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.

 

 

 


 

Item 8.01.  Other Events.

 

On August 10, 2017, Duke Energy Corporation (the “Company”) consummated the issuance and sale of the securities described below pursuant to an underwriting agreement, dated August 7, 2017 (the “Underwriting Agreement”), with Barclays Capital Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and MUFG Securities Americas Inc., as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $500,000,000 aggregate principal amount of the Company’s 2.40% Senior Notes due 2022, $750,000,000 aggregate principal amount of the Company’s 3.15% Senior Notes due 2027 and $500,000,000 aggregate principal amount of the Company’s 3.95% Senior Notes due 2047 (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 Seventeenth Supplemental Indenture, dated as of August 10, 2017 (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

 

Seventeenth Supplemental Indenture, dated as of August 10, 2017, 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 August 7, 2017, among the Company and Barclays Capital Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and MUFG Securities Americas Inc., 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: August 10, 2017

 

 

 

 

By:

/s/ Robert T. Lucas III

 

 

Name:

Robert T. Lucas III

 

 

Title:

Assistant Corporate Secretary

 

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EXHIBIT INDEX

 

Exhibit

 

Description

4.1

 

Seventeenth Supplemental Indenture, dated as of August  10, 2017, 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 August 7, 2017, among the Company and Barclays Capital Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and MUFG Securities Americas Inc., as representatives of the several underwriters named therein

 

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