01—Abstract
Summary
Summary of the 8-K filed March 25, 2024. Cited figures are marked; the original filing is the authoritative source.
PPL Corporation's subsidiary, The Narragansett Electric Company (d/b/a Rhode Island Energy), issued $500 milliona of 5.350% Senior Notes due May 1, 2034 on March 25, 2024.
The notes were sold in a private placement to qualified institutional buyers under Rule 144A and to certain non-U.S. persons under Regulation S. The purchase agreement is dated March 21, 2024, with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC and RBC Capital Markets, LLC acting as representatives of the initial purchasers.
The issuer reported net proceeds of $496.4 millionb after discounts and commissions, but before other estimated fees and expenses. It intends to use the proceeds to repay short-term debt and for general corporate purposes. The notes are senior, unsecured obligations of the issuer and are not guaranteed by PPL Corporation or its other subsidiaries.
They rank pari passu with the issuer's existing and future unsecured senior debt and are effectively subordinated to any secured debt to the extent of the value of the collateral. The indenture, dated March 22, 2010, with The Bank of New York Mellon as trustee, is supplemented by a sixth supplemental indenture dated March 25, 2024. Apart from restrictions on mergers, consolidations, and sales of all or substantially all assets, the indenture contains no restrictive covenants.
It includes customary events of default. Interest is payable semiannually on May 1 and November 1, beginning November 1, 2024.
02—Key points
Key Highlights
- The Narragansett Electric Company (d/b/a Rhode Island Energy), a wholly owned PPL Corporation subsidiary, issued $500 million of 5.350% Senior Notes due May 1, 2034.
- Net proceeds were $496.4 million before other estimated fees and expenses.
- Proceeds are intended to repay short-term debt and for general corporate purposes.
- The notes are senior, unsecured obligations of the issuer and are not guaranteed by PPL Corporation or its other subsidiaries.
- Interest is payable semiannually on May 1 and November 1, beginning November 1, 2024.
- The indenture contains no restrictive covenants other than limits on mergers, consolidations, and sales of all or substantially all assets.
- The notes were sold in a Rule 144A and Regulation S private placement, with Goldman Sachs, J.P. Morgan, Mizuho, and RBC Capital Markets as representatives of the initial purchasers.
03—Questions
Frequently Asked Questions
Who issued the notes and who guarantees them?
The Narragansett Electric Company (d/b/a Rhode Island Energy), a wholly owned subsidiary of PPL Corporation, issued the notes. They are not guaranteed by PPL Corporation or any of its other subsidiaries.
What are the key terms of the notes?
The notes are $500 million aggregate principal amount of 5.350% Senior Notes due May 1, 2034. Interest is paid semiannually in arrears on May 1 and November 1, starting November 1, 2024. The issuer may redeem them at its option, in whole or in part, at the redemption price in the Sixth Supplemental Indenture.
How will the company use the proceeds?
The issuer intends to use the net proceeds of $496.4 million, before other estimated fees and expenses, to repay short-term debt and for general corporate purposes.
How do the notes rank against other debt?
The notes are unsecured senior obligations that rank equally with all existing and future unsecured senior indebtedness. They rank senior to subordinated debt and are effectively subordinated to secured debt to the extent of the value of the assets securing that debt.
What protections do noteholders have under the indenture?
The indenture includes customary events of default. Apart from restrictions on mergers, consolidations, and sales of all or substantially all assets, it contains no restrictive covenants.
04—Continue