0000922224-15-000050.txt : 20150521 0000922224-15-000050.hdr.sgml : 20150521 20150521161542 ACCESSION NUMBER: 0000922224-15-000050 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150520 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150521 DATE AS OF CHANGE: 20150521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PPL Corp CENTRAL INDEX KEY: 0000922224 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 232758192 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11459 FILM NUMBER: 15882972 BUSINESS ADDRESS: STREET 1: TWO N NINTH ST CITY: ALLENTOWN STATE: PA ZIP: 18101-1179 BUSINESS PHONE: 610-774-5151 MAIL ADDRESS: STREET 1: TWO N NINTH ST CITY: ALLENTOWN STATE: PA ZIP: 18101-1179 FORMER COMPANY: FORMER CONFORMED NAME: PPL CORP DATE OF NAME CHANGE: 20000214 FORMER COMPANY: FORMER CONFORMED NAME: PP&L RESOURCES INC DATE OF NAME CHANGE: 19941123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PPL ENERGY SUPPLY LLC CENTRAL INDEX KEY: 0001161976 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 000000000 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32944 FILM NUMBER: 15882973 BUSINESS ADDRESS: STREET 1: TWO NORTH NINTH STREET CITY: ALLENTOWN STATE: PA ZIP: 18101 BUSINESS PHONE: 610.774.5151 MAIL ADDRESS: STREET 1: TWO NORTH NINTH STREET CITY: ALLENTOWN STATE: PA ZIP: 18101 8-K 1 form8k.htm 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 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

 EX-99.1 2 exhibit99_1.htm EXHIBIT 99.1

 

 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.