PPL Capital Funding, Inc. Announces the Early Results and Upsize of its Tender Offer to Purchase Certain Outstanding Debt Securities

Rhea-AI Summary

PPL Capital Funding, Inc. announced early results of its tender offers for its outstanding Senior Notes, increasing the maximum purchase price from $1 billion to accommodate all validly tendered notes. A total of $2.29 billion in securities was tendered by the June 28, 2021 deadline. Key securities include the 4.200% Senior Notes due 2022, with $117.21 million tendered, and the 4.125% Senior Notes due 2030, with $568.88 million tendered. Payment for accepted securities is planned for June 30, 2021, with an early tender premium of $30 per $1,000 principal. The final total consideration will be determined on June 29, 2021.

Positive

• Increased maximum purchase price from $1 billion to accommodate all validly tendered securities.
• $2.29 billion in securities were validly tendered, indicating strong investor interest.

Negative

• None.

ALLENTOWN, Pa., June 29, 2021 /PRNewswire/ -- PPL Capital Funding, Inc. ("PPL Capital Funding"), a wholly-owned subsidiary of PPL Corporation (NYSE: PPL), today announced the early results of the previously announced tender offers (collectively, the "Tender Offers" and each a "Tender Offer") to purchase for cash (1) any and all of its outstanding 4.200% Senior Notes due 2022, 3.500% Senior Notes due 2022, 3.400% Senior Notes due 2023 and 3.950% Senior Notes due 2024 (collectively, the "Any and All Notes") and (2) up to the Aggregate Maximum Purchase Price (as defined below) of its outstanding 4.700% Senior Notes due 2043, 5.000% Senior Notes due 2044, 4.000% Senior Notes due 2047, 4.125% Senior Notes due 2030 and 3.100% Senior Notes due 2026 (collectively, the "Maximum Tender Offer Notes", and the Maximum Tender Offer Notes together with the Any and All Notes, the "Securities"), subject to the acceptance priority levels noted in the second table below.

PPL Capital Funding also announced an increase to the combined aggregate purchase price of the Maximum Tender Offer Notes that it intends to purchase in the Maximum Tender Offers from the previously announced amount of $1,000,000,000 to an amount sufficient to purchase all of the Maximum Tender Offer Notes tendered with Acceptance Priority Levels 1 through 4 as set forth in the second table below that were validly tendered and not validly withdrawn on or before the Early Tender Date (as so amended, the "Aggregate Maximum Purchase Price"). No Maximum Tender Offer Notes with Acceptance Priority Level 5 as set forth in the second table below will be accepted. $2,285,529,000 in combined aggregate principal amount of Securities were validly tendered and not validly withdrawn prior to or at 5:00 p.m., New York City time, on June 28, 2021, the early tender deadline for the Tender Offers (the "Early Tender Date"). The terms of the Tender Offers are described in the Offer to Purchase, dated June 14, 2021, as amended by the press release dated June 23, 2021 (the "Offer to Purchase").

The following tables set forth certain information regarding the Securities and the Tender Offers, including the aggregate principal amount of each series of Securities that were validly tendered and not validly withdrawn prior to or at the Early Tender Date, as were reported by D.F. King & Co., Inc., the tender agent:

Any and All of the Outstanding Securities Listed Below
Title of Security	Principal Amount Outstanding	CUSIP Number	Principal Amount Tendered
4.200% Senior Notes due 2022	$400,000,000	69352PAD5	$117,209,000
3.500% Senior Notes due 2022	$400,000,000	69352PAE3	$155,331,000
3.400% Senior Notes due 2023	$600,000,000	69352PAF0	$210,620,000
3.950% Senior Notes due 2024	$350,000,000	69352PAK9	$194,342,000

 

Up to the Aggregate Maximum Purchase Price (1) for the Outstanding Securities in the Priority Listed Below
Title of Security	Principal Amount Outstanding	CUSIP Number	Acceptance Priority Level	Principal Amount Tendered
4.700% Senior Notes due 2043*	$300,000,000	69352PAH6	1	$229,189,000
5.000% Senior Notes due 2044*	$400,000,000	69352PAJ2	2	$222,876,000
4.000% Senior Notes due 2047*	$500,000,000	69352PAM5	3	$263,155,000
4.125% Senior Notes due 2030*	$1,000,000,000	69352PAQ6	4	$568,881,000
3.100% Senior Notes due 2026*	$650,000,000	69352PAL7	5	$323,926,000

(1)	All references to the aggregate purchase price for the Maximum Tender Offer Notes include the applicable Total Consideration or Tender Offer Consideration (each as defined below) and exclude applicable accrued interest and fees and expenses related to the Tender Offers. PPL Capital Funding will purchase an aggregate principal amount of Maximum Tender Offer Notes having an aggregate purchase price up to the Aggregate Maximum Purchase Price and subject to the Acceptance Priority Level as set forth in the table above. PPL Capital Funding reserves the right, but is under no obligation, to increase the Aggregate Maximum Purchase Price at any time, including on or after the applicable price determination date, subject to applicable law, which could result in PPL Capital Funding purchasing an aggregate principal amount of Maximum Tender Offer Notes having a greater aggregate purchase price in the Maximum Tender Offers above the applicable sublimit set forth herein.
*	Denotes a series of Securities for which the Total Consideration and the Tender Offer Consideration will be determined taking into account the par call date, instead of the maturity date, of such Securities in accordance with standard market practice.

Subject to the Aggregate Maximum Purchase Price, all Maximum Tender Offer Notes validly tendered and not validly withdrawn on or before the Early Tender Date having a higher Acceptance Priority Level (as shown in the second table above, with 1 being the highest) will be accepted for purchase before any tendered Maximum Tender Offer Notes having a lower Acceptance Priority Level (with 5 being the lowest). Maximum Tender Offer Notes of a series will be subject to proration, as described in the Offer to Purchase, if the aggregate principal amount of the notes of such series validly tendered and not properly withdrawn would cause the Aggregate Maximum Purchase Price to be exceeded. Because the aggregate principal amount of Maximum Tender Offer Notes validly tendered and not validly withdrawn on or before the Early Tender Date exceeded the Aggregate Maximum Purchase Price, Holders who validly tendered Maximum Tender Offer Notes with Acceptance Priority Levels 1 through 4 on or before the Early Tender Date will have their Securities accepted for purchase, but no other Maximum Tender Offer Notes will be accepted for purchase after the Early Tender Date.

PPL Capital Funding's obligation to accept for purchase and to pay for the Securities validly tendered and not validly withdrawn pursuant to the Tender Offers is subject to the satisfaction or waiver, in PPL Capital Funding's discretion, of certain conditions, which are more fully described in the Offer to Purchase.

The consideration paid in each Tender Offer for each series of Securities that are validly tendered and not validly withdrawn and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Securities plus the applicable yield to maturity of the applicable U.S. Treasury Reference Security specified in the table above and in the Offer to Purchase (the "Total Consideration"). Holders of Securities that are validly tendered and not withdrawn prior to or at the Early Tender Date and accepted for purchase are eligible to receive the applicable Total Consideration, which includes an early tender premium of $30.00 per $1,000 principal amount of the Securities accepted for purchase (the "Early Tender Payment").

The Total Consideration will be determined at 10:00 a.m., New York City time, on June 29, 2021 (the "Price Determination Date"), unless extended. PPL Capital Funding will issue a press release after the Total Consideration is determined to announce the Total Consideration payable in connection with the Tender Offers.

Payment for Securities purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Securities up to, but not including, the applicable settlement date for such Securities accepted for purchase. The settlement date for the Securities accepted for purchase in connection with the Early Tender Date is expected to be June 30, 2021, the second business day after the applicable Early Tender Date. In accordance with the terms of the Tender Offers, the withdrawal deadline was 5:00 p.m., New York City time, on June 28, 2021. As a result, tendered Securities may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by PPL Capital Funding).

J.P. Morgan Securities LLC, Barclays Capital Inc. and Morgan Stanley & Co. LLC are acting as the lead dealer managers for the Tender Offers (the "Lead Dealer Managers") and BMO Capital Markets Corp., RBC Capital Markets, LLC, Scotia Capital (USA) Inc. are acting as the co-dealer managers (the "Co-Dealer Managers"). The information agent and tender agent is D.F. King & Co., Inc. Copies of the Offer to Purchase and related offering materials are available by contacting D.F. King & Co., Inc. by telephone at (212) 269-5550 (for banks and brokers only), (877) 283-0323 (for all others toll-free), via email at ppl@dfking.com. Questions regarding the Tender Offers should be directed to J.P. Morgan Securities LLC at (212) 834-3424 (toll-free) or (866) 834-4666, Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581 (collect), or Morgan Stanley & Co. LLC at (800) 624-1808 or (212) 761-1057. This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offers are being made only pursuant to the Offer to Purchase and only in such jurisdiction as is permitted under applicable law.

About PPL

PPL Corporation (NYSE:PPL), based in Allentown, Pennsylvania, is a leading U.S. energy company focused on providing electricity and natural gas safely, reliably and affordably to more than 2.5 million customers in the U.S. PPL's high-performing, award-winning utilities are addressing energy challenges head-on by building smarter, more resilient and more dynamic power grids and advancing sustainable energy solutions. For more information, visit www.pplweb.com.

Cautionary Statement Concerning Forward-Looking Statements

Statements contained in this news release, including without limitation terms and phrases that include "anticipate," "believe," "intend," "estimate," "expect," "continue," "should," "could," "may," "plan," "project," "predict," "will," "potential," "forecast," "target," "guidance," "outlook," or other similar terminology, 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: strategic acquisitions, dispositions, or similar transactions, including the sale of our U.K. utility business and the expected acquisition of The Narragansett Electric Company, and our ability to consummate these business transactions or realize expected benefits from them; the COVID-19 pandemic or other pandemic health events or other catastrophic events, including severe weather, and their effect on financial markets, economic conditions and our businesses; weather conditions affecting customer energy usage and operating costs; significant decreases in demand for electricity in the U.S.; the effect of any business or industry restructuring; the profitability and liquidity of PPL Corporation and its subsidiaries; new accounting requirements or new interpretations or applications of existing requirements; operating performance of our facilities; the length of scheduled and unscheduled outages at our generating plants; environmental conditions and requirements, and the related costs of compliance; system conditions and operating costs; development of new projects, markets and technologies; performance of new ventures; receipt of necessary government permits, approvals, rate relief and regulatory cost recovery; capital market conditions, including interest rates, and decisions regarding capital structure; the impact of state, federal or foreign investigations applicable to PPL Corporation and its subsidiaries; the outcome of litigation involving PPL Corporation and its subsidiaries; stock price performance; the market prices of debt and equity securities and the impact on pension income and resultant cash funding requirements for defined benefit pension plans; the securities and credit ratings of PPL Corporation and its subsidiaries; political, regulatory or economic conditions in states, regions or countries where PPL Corporation or its subsidiaries conduct business, including any potential direct or indirect effects of threatened or actual cyberattack, terrorism, or war or other hostilities; new state, federal or foreign legislation or regulatory developments, 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 factors and other matters discussed in PPL Corporation's Form 10-K and other reports on file with the Securities and Exchange Commission.

Contacts:

For news media: Dana Burns, 610-774-5409 For financial analysts: Andy Ludwig, 610-774-3389

 

View original content:https://www.prnewswire.com/news-releases/ppl-capital-funding-inc-announces-the-early-results-and-upsize-of-its-tender-offer-to-purchase-certain-outstanding-debt-securities-301321988.html

SOURCE PPL Capital Funding, Inc.

FAQ

What are the early results of PPL's tender offer for securities?

PPL Capital Funding announced that $2.29 billion in securities were validly tendered in response to its recent tender offers.

What is the new maximum purchase price for PPL's tender offer?

The maximum purchase price for PPL's tender offer was increased from $1 billion to accommodate all validly tendered securities.

When will payments for the accepted securities occur?

Payments for accepted securities are expected to be made on June 30, 2021.

What is the early tender premium for PPL's securities tender offer?

The early tender premium for the tender offers is $30 per $1,000 principal amount of the securities accepted for purchase.

When will PPL announce the total consideration for the tender offers?

PPL will announce the total consideration payable on June 29, 2021.