PPL Energy Supply, LLC Announces Exchange Offer for 8.857% Senior Secured Bonds due 2025 of PPL Ironwood, LLC and Related Consent Solicitation
Allentown, PA, January 13, 2013 - PPL Energy Supply, LLC (the "Company" or "PPL Energy Supply") announced the commencement of an offer to exchange up to all but not less than a majority of 8.857% Senior Secured Bonds due 2025 of its wholly owned subsidiary PPL Ironwood, LLC (CUSIP No. 00103XAC7) (the "Ironwood Bonds") for newly issued Senior Notes, Series 4.60% due 2021 of the Company (the "New Notes"), upon the terms and subject to the conditions set forth in the prospectus (the "Prospectus") and the related letter of transmittal and consent (the "Letter of Transmittal and Consent").
The offer to exchange the Ironwood Bonds for New Notes is referred to as the "Exchange Offer." The New Notes will comprise part of the same series as, and are expected to be fungible for U.S. federal income tax purposes with, the $500,000,000 aggregate principal amount of Senior Notes, Series 4.60% due 2021 (the "Existing 2021 Notes") that PPL Energy Supply initially issued on December 16, 2011. The New Notes will be the unsecured and unsubordinated obligations of the Company. The Ironwood Bonds exchanged in connection with the Exchange Offer will be retired and cancelled and will not be reissued.
Concurrently with the Exchange Offer, PPL Energy Supply is soliciting (the "Consent Solicitation") consents ("Consents") from holders of Ironwood Bonds, upon the terms set forth in the Prospectus and the Letter of Transmittal and Consent, to certain proposed amendments (the "Proposed Amendments") to the Ironwood Bonds, the indenture governing the Ironwood Bonds and the Collateral Agency and Intercreditor Agreement among the Company, the trustee, collateral agent and depositary bank thereto. The proposed amendments would, among other things, eliminate substantially all of the restrictive covenants pertaining to the Ironwood Bonds and certain provisions relating to the operation and financing of the facilities operated by Ironwood. The Proposed Amendments are summarized below.
Upon the terms and subject to the conditions of the Exchange Offer, for each $1,000 principal amount that remains payable on the Ironwood Bonds outstanding at the Expiration Date, tendered prior to the Expiration Date and accepted for exchange, PPL Energy Supply will pay the exchange consideration (the "Exchange Consideration") of $1,270 in the form of New Notes.
About the Company
PPL Energy Supply, formed in 2000 and headquartered in Allentown, Pennsylvania, is an energy company engaged through its subsidiaries in the generation and marketing of electricity, primarily in the northeastern and northwestern power markets of the United States. PPL Energy Supply's major operating subsidiaries are PPL Generation and PPL EnergyPlus. PPL Energy Supply is an indirect wholly owned subsidiary of PPL Corporation, a Pennsylvania corporation.
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