PPL CORPORATION PPL CAPITAL FUNDING, INC. 20,000,000 Equity Units UNDERWRITING AGREEMENT
PPL CORPORATION
PPL CAPITAL FUNDING, INC.
PPL CAPITAL FUNDING, INC.
20,000,000 Equity Units
June 22, 2010
Credit Suisse Securities (USA) LLC
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
Xxx Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Xxx Xxxxxx Xxxx
Xxx Xxxx, XX 00000
As Representatives of the Several Underwriters
Ladies and Gentlemen:
1. Introductory.
PPL Corporation, a Pennsylvania corporation (the “Company”), and PPL Capital Funding,
Inc., a Delaware corporation (“PPL Capital Funding” and together with the Company, the
“Issuers”), propose to issue and sell, and the several Underwriters named in Section 3
hereof (the “Underwriters”), for whom you are acting as representatives (the
“Representatives”) propose, severally and not jointly, to purchase, upon the terms and
conditions set forth herein, an aggregate of 20,000,000 Equity Units (the “Underwritten
Securities”), the terms of which are set forth on Schedule A. Additionally, the Company
proposes to issue and sell to the several Underwriters, for the sole purpose of covering
over-allotments in connection with the sale of the Underwritten Securities, at the option of the
Underwriters, up to an additional 3,000,000 Equity Units (the “Option Securities”). The
Underwritten Securities and any Option Securities are herein referred to as the
“Securities”.
Each Equity Unit will initially consist of (a) a 1/20 or 5% undivided beneficial ownership
interest in $1,000 principal amount of PPL Capital Funding’s 4.625% Junior Subordinated Notes due
2018 (the “Notes”) guaranteed by the Company and (b) a stock purchase contract (a
“Purchase Contract”) under which the holder of the Equity Unit will purchase from the
Company on July 1, 2013, for an amount in cash equal to the stated amount per Security of $50 (the
“Stated Amount”), a number of shares of common stock, par value $0.01 per share, of the
Company (the “Common Stock”), as set forth in such Purchase Contract. The Notes and the
Guarantees will be issued pursuant to an Indenture (the “Base Indenture”), as amended by a
Supplemental Indenture, dated as of the Closing Date (the “Supplemental Indenture”
and, together with the Base Indenture, the “Indenture”), including the subordinated
guarantees set forth therein (the “Guarantees”), among PPL Capital Funding, the Company and
The Bank of New York Mellon, as trustee (the “Indenture Trustee”).
In accordance with the terms of a Purchase Contract and Pledge Agreement (the “Purchase
Contract and Pledge Agreement”) to be entered into among the Company, The Bank of New York
Mellon, as Purchase Contract Agent (the “Purchase Contract Agent”) and The Bank of New York
Mellon, as Collateral Agent (the “Collateral Agent”), the holders of the Equity Units will
pledge the Notes to secure the holders’ obligations to purchase Common Stock under the Purchase
Contracts. The Purchase Contracts will be issued pursuant to the Purchase Contract and Pledge
Agreement. The Purchase Contracts and the Purchase Contract and Pledge Agreement are herein
collectively referred to as the “Units Agreements”. The Purchase Contracts together with
the related Notes are herein referred to as “Corporate Units”. A holder of Corporate
Units, at its option, may elect to create “Treasury Units” by substituting pledged U.S.
treasury securities for any pledged ownership interests in the Notes. Unless otherwise indicated,
the term “Equity Units” includes both Corporate Units and Treasury Units.
The Issuers have filed with the Securities and Exchange Commission (the “Commission”)
a joint automatic shelf registration statement on Form S-3 (Nos. 333-158200 and 333-158200-03),
including the related preliminary prospectus or prospectuses, which registration statement became
effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the
Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended
(the “Securities Act”). Such registration statement covers the registration of the
Securities under the Securities Act. Promptly after the date of this Agreement, the Company and
PPL Capital Funding will prepare and file a prospectus in accordance with the provisions of Rule
430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424
(“Rule 424(b)”) of the Securities Act Regulations. Any information included in such
prospectus that was omitted from such registration statement at the time it became effective but
that is deemed to be part of and included in such registration statement pursuant to Rule 430B is
referred to as “Rule 430B Information.” Each prospectus used in connection with the
offering of the Securities that omitted Rule 430B Information (other than a “free writing
prospectus” as defined in Rule 405 of the Securities Act Regulations that has not been approved in
writing by the Company, PPL Capital Funding and the Representatives) and includes the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 is herein called a
“preliminary prospectus.” Such registration statement, at any given time, including the
amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such
time and the documents otherwise deemed to be a part thereof or included therein by the Securities
Act Regulations, is herein called the “Registration Statement.” The Registration Statement
at the time it originally became effective is herein called the “Original Registration
Statement.” The final prospectus in the form first furnished to the Underwriters for use in
connection with the offering of the Securities, including the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof and any
preliminary prospectuses that form a part thereof, is herein called the “Prospectus.” For
purposes of this Agreement, all references to the Registration Statement, any preliminary
prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed
to include
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the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and
Retrieval system (“XXXXX”).
All references in this Agreement to financial statements and schedules and other information
which is “contained,” “included” or “stated” in the Registration Statement, any preliminary
prospectus or the Prospectus (or other references of like import) shall be deemed to mean and
include all such financial statements and schedules and other information which is incorporated by
reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in
the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and
all references in this Agreement to amendments or supplements to the Registration Statement, any
preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any
document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which
is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part
of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the
case may be.
2. Representations and Warranties.
The Issuers jointly and severally represent and warrant to each Underwriter as of the date
hereof, the Applicable Time referred to in Section 2(b) hereof and as of the Closing Date and any
Option Closing Date referred to in Section 5 hereof, and agree with each Underwriter as follows:
(a) (1) At the time of filing the Original Registration Statement, (2) at the time of the most
recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act
(whether such amendment was by post-effective amendment, incorporated report filed pursuant to
Section 13 or 15(d) of the Exchange Act or form of prospectus), (3) at the time the Company, PPL
Capital Funding or any person acting on their behalf (within the meaning, for this clause only, of
Rule 163(c) of the Securities Act Regulations) made any offer relating to the Securities in
reliance on the exemption of Rule 163 of the Securities Act Regulations or made a bona fide offer
(within the meaning of Rule 164(h)(2) of the Securities Act Regulations) and (4) at the date
hereof, each of the Company and PPL Capital Funding was and is eligible to register and issue the
Securities, as a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act
Regulations (“Rule 405”), including not having been and not being an “ineligible
issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf
registration statement,” as defined in Rule 405, and the Securities, since their registration
on the Registration Statement, have been and remain eligible for registration by the Company and
PPL Capital Funding on a Rule 405 “automatic shelf registration statement.” Neither the
Company and PPL Capital Funding have received from the Commission any notice pursuant to Rule
401(g)(2) of the Securities Act Regulations objecting to the use of the automatic shelf
registration statement form.
(b) The Original Registration Statement became effective upon filing under Rule 462(e) of the
Securities Act Regulations on March 25, 2009, and any post-effective amendment thereto also became
effective upon filing under Rule 462(e). No stop order suspending the effectiveness of the
Registration Statement and/or any notice objecting to its use has been issued under the Securities
Act and no proceedings for that purpose have been instituted
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or are pending or, to the knowledge of the Company and PPL Capital Funding, are contemplated
by the Commission, and any request on the part of the Commission for additional information has
been complied with.
Any offer that is a written communication relating to the Securities made prior to the filing
of the Original Registration Statement by the Company, PPL Capital Funding or any person acting on
its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the Securities Act
Regulations) has been filed with the Commission in accordance with the exemption provided by Rule
163 of the Securities Act Regulations (“Rule 163”) and otherwise complied with the
requirements of Rule 163, including without limitation the legending requirement, to qualify such
offer for the exemption from Section 5(c) of the Securities Act provided by Rule 163.
At the respective times the Original Registration Statement and each amendment thereto became
effective, at each deemed effective date with respect to the Underwriters pursuant to Rule
430B(f)(2) of the Securities Act Regulations and at the Closing Date and any Option Closing Date,
as applicable, the Registration Statement complied and will comply in all material respects with
the requirements of the Securities Act and the Securities Act Regulations and the Trust Indenture
Act of 1939, as amended (the “Trust Indenture Act”) and the rules and regulations
thereunder, and did not and will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein not
misleading.
Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus
or any such amendment or supplement was issued and at the Closing Date and any Option Closing Date,
as applicable, included or will include an untrue statement of a material fact or omitted or will
omit to state a material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.
Each preliminary prospectus (including the prospectus or prospectuses filed as part of the
Original Registration Statement or any amendment thereto) complied when so filed in all material
respects with the Securities Act Regulations and each preliminary prospectus and the Prospectus
delivered to the Underwriters for use in connection with this offering was identical to the
electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to
the extent permitted by Regulation S-T.
As of the Applicable Time, neither (x) the Issuer General Use Free Writing Prospectus(es)
issued at or prior to the Applicable Time, the Statutory Prospectus and the Issuer Free Writing
Prospectus, including the Final Term Sheet prepared and filed pursuant to Section 6(b) identified
on Schedule A hereto, all considered together (collectively, the “General Disclosure
Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered
together with the General Disclosure Package, included any untrue statement of a material fact or
omitted to state any material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading.
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As of the Applicable Time, the General Disclosure Package will not include any untrue
statement of a material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading.
As used in this subsection and elsewhere in this Agreement:
“Applicable Time” means 6:30 p.m. (New York City time) on June 22, 2010 or such other
time as agreed by the Company, PPL Capital Funding and the Representatives.
“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as
defined in Rule 433 of the Securities Act Regulations (“Rule 433”), relating to the
Securities that (i) is required to be filed with the Commission by the Issuers, as applicable or
PPL Capital Funding, (ii) is a “road show that is a written communication” within the meaning of
Rule 433(d)(8)(i), whether or not required to be filed with the Commission or (iii) is exempt from
filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the
offering that does not reflect the final terms, in each case in the form filed or required to be
filed with the Commission or, if not required to be filed, in the form retained in the Company and
PPL Capital Funding’s records pursuant to Rule 433(g).
“Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus
that is intended for general distribution to prospective investors, as evidenced by its being
specified in Schedule A hereto.
“Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus
that is not an Issuer General Use Free Writing Prospectus.
“Permitted Free Writing Prospectus” means any free writing prospectus consented to in
writing by the Company, PPL Capital Funding and the Representatives. For the avoidance of doubt,
any free writing prospectus that is not consented to in writing by the Company and PPL Capital
Funding does not constitute a Permitted Free Writing Prospectus and will not be an Issuer Free
Writing Prospectus.
“Statutory Prospectus” as of any time means the prospectus relating to the Securities
that is included in the Registration Statement immediately prior to that time, including any
document incorporated by reference therein and any preliminary or other prospectus deemed to be a
part thereof.
Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through
the completion of the public offer and sale of the Securities or until any earlier date that the
Company and PPL Capital Funding notified or notifies the Representatives as described in Section
6(g), did not, does not and will not include any information that conflicted, conflicts or will
conflict with the information contained in the Registration Statement or the Prospectus, including
any document incorporated by reference therein and any preliminary or other prospectus deemed to be
a part thereof that has not been superseded or modified.
The representations and warranties in this subsection shall not apply to statements in or
omissions from the Registration Statement, the Prospectus or any Issuer Free Writing
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Prospectus made in reliance upon and in conformity with written information furnished to the
Company and PPL Capital Funding by any Underwriter through the Representatives expressly for use
therein (the only such information being that set forth on Schedule B hereto) or to any
statements in or omissions from the Statement of Eligibility of the Trustee under the Indenture.
The Indenture has been qualified under the Trust Indenture Act and conforms in all material
respects to the Trust Indenture Act and the rules and regulations thereunder;
(c) Each of the Company and PPL Capital Funding has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the jurisdiction of incorporation with
corporate power and authority to conduct its business as described in the General Disclosure
Package and the Prospectus and to enter and to perform its obligations under this Agreement, the
Indenture, the Securities, the Units Agreements and the Remarketing Agreement (as defined herein)
to the extent a party hereto;
(d) The authorized capital stock of the Company conforms as to legal matters to the
description thereof in the General Disclosure Package and the Prospectus;
(e) The shares of Common Stock outstanding prior to the issuance of the Securities have been
duly authorized and are validly issued, fully paid and non-assessable, and are not subject to any
preemptive or similar rights;
(f) The shares of Common Stock to be issued and sold by the Company pursuant to the settlement
of the Purchase Contracts have been duly and validly authorized and reserved for issuance; such
shares of Common Stock, when issued and delivered in accordance with the provisions of the Units
Agreements, will be validly issued, fully paid and non-assessable; and the issuance of such shares
of Common Stock will not be subject to any preemptive or similar rights;
(g) The shares of Common Stock outstanding prior to the issuance of the Securities are, and
upon issuance the shares of Common Stock to be issued and sold by the Company pursuant to the
settlement of the Purchase Contracts will be listed on the New York Stock Exchange;
(h) The Securities and the Units Agreements have been duly authorized and, at the Closing Date
or, in the case of Option Securities and Purchase Contracts constituting part of the Option
Securities, at any Option Closing Date (as defined herein), will have been duly executed and
delivered by the Company, and, as of the Closing Date or any Option Closing Date, as the case may
be, assuming due authorization, execution and delivery by parties thereto other than the Company,
the Securities and the Units Agreements will constitute valid and binding agreements of the
Company, enforceable in accordance with their terms, except to the extent limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization or moratorium laws or by other laws now or
hereafter in effect relating to or affecting the enforcement of creditors’ rights and by general
equitable principles (regardless of whether considered in a proceeding in equity or at law), an
implied covenant of good faith and fair dealing and consideration of public policy, and Federal or
state securities law limitations on indemnification and contribution (the “Enforceability
Exceptions”); provided, however, that upon the occurrence of a Termination Event (as defined in
the Purchase Contract and Pledge Agreement), Section 365(e)(1) of the
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United States Bankruptcy Code (11 U.S.C. Sections 101-1330, as amended) and Section 541 of the
Bankruptcy Code should not substantively limit the provisions of the Purchase Contract and Pledge
Agreement that require termination of the Purchase Contracts and release of the Collateral Agent’s
security interest in the Notes or the Treasury Securities (as defined in the Purchase Contract and
Pledge Agreement); the Securities and the Units Agreements will conform in all material respects to
the statements relating thereto contained in the General Disclosure Package and the Prospectus;
(i) The Remarketing Agreement (the “Remarketing Agreement”) has been duly authorized
by each of the Issuers and when executed and delivered by each of the Issuers will constitute a
valid and binding agreement of each of the Issuers, enforceable in accordance with its terms,
except to the extent limited by the Enforceability Exceptions; and the Remarketing Agreement will
conform in all material respects to the statements relating thereto contained in the General
Disclosure Package and the Prospectus;
(j) The Notes are in the form contemplated by the Indenture and have been duly authorized,
and, when issued and delivered pursuant to the Indenture, will have been duly executed,
authenticated, issued and delivered and will constitute valid and binding obligations of PPL
Capital Funding, entitled to the benefits provided by the Indenture; the Indenture has been duly
authorized, executed and delivered by PPL Capital Funding and constitutes a valid and binding
agreement, enforceable in accordance with its terms, except to the extent limited by the
Enforceability Exceptions; and the Indenture will conform in all material respects to the
statements relating thereto contained in the General Disclosure Package and the Prospectus;
(k) The Guarantees have been duly authorized and, when duly executed pursuant to the Indenture
and issued and delivered in the manner provided for in the Indenture, will constitute valid and
binding obligations of the Company enforceable in accordance with their terms except to the extent
limited by the Enforceability Exceptions; the Guarantees will be in the form established pursuant
to the Indenture; and the Guarantees will conform in all material respects to the statements
relating thereto contained in the General Disclosure Package and the Prospectus;
(l) The Indenture, including the subordinated guarantee of the Company, has been duly
authorized by PPL Capital Funding and the Company and, when executed and delivered by PPL Capital
Funding and the Company and assuming due authorization, execution and delivery by the Indenture
Trustee, will constitute a valid and legally binding obligation of PPL Capital Funding and the
Company enforceable against PPL Capital Funding and the Company in accordance with its terms,
except to the extent limited by the Enforceability Exceptions; the Indenture, including the
subordinated guarantee of the Company, and will conform in all material respects to the statements
relating thereto contained in the Prospectus; and at the effective date of the Registration
Statement, the Indenture was duly qualified under the Trust Indenture Act;
(m) No consent, approval, authorization, order, registration or qualification of or with any
federal, state or local governmental agency or body or any federal, state or local court is
required to be obtained by the Company or the Guarantor in connection with their execution and
delivery of this Agreement, the Indenture, the Notes, the Guarantees, the Units
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Agreements, or the Remarketing Agreement or the performance by the Issuers of their
obligations hereunder or thereunder, except such as have been obtained and such as may be required
under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the
Securities by the Underwriters in the manner contemplated herein and in the General Disclosure
Package and the Prospectus;
(n) Neither the execution and delivery of this Agreement, the Indenture, the Notes, the
Guarantees, the Units Agreements, or the Remarketing Agreement, nor the issue and sale of the
Securities, nor the consummation of any of the transactions herein or therein contemplated, will
(i) violate any law or any regulation, order, writ, injunction or decree of any court or
governmental instrumentality applicable to the Issuers, (ii) result in a breach or violation of any
of the terms and provisions of, or constitute a default under, the Articles of Incorporation or
by-laws of the Company or the Certificate of Incorporation or by-laws of PPL Capital Funding, or
(iii) any material agreement or instrument to which the Company or any of its subsidiaries is a
party or by which it is bound, except in the case of clauses (i) and (iii) above, for such
violations, breaches or defaults that would not in the aggregate have a material adverse effect on
the ability of the Company and PPL Capital Funding to perform their obligations hereunder or
thereunder;
(o) The consolidated financial statements of the Company and its subsidiaries, together with
the related notes and schedules, each set forth or incorporated by reference in the Registration
Statement comply as to form in all material respects with the applicable accounting requirements of
the Securities Act and the Exchange Act and the related published rules and regulations thereunder;
such audited financial statements have been prepared in all material respects in accordance with
generally accepted accounting principles consistently applied throughout the periods involved,
except as disclosed therein; and no material modifications are required to be made to the unaudited
interim financial statements for them to be in conformity with generally accepted accounting
principles;
(p) This Agreement has been duly and validly authorized, executed and delivered by each of the
Issuers;
(q) Since the respective dates as of which information is given in the General Disclosure
Package and the Prospectus, except as otherwise stated therein or contemplated thereby, there has
been no material adverse change, or event or occurrence that would result in a material adverse
change, in the financial position or results of operations of the Company and its subsidiaries
taken as a whole;
(r) Neither the Company nor PPL Capital Funding is, and after giving effect to the offering
and sale of the Securities and the application of the proceeds thereof as described in the
Prospectus, will not be, an “investment company” as such term is defined in the Investment Company
Act of 1940, as amended;
(s) No “nationally recognized statistical rating organization” as such term is defined for
purposes of Rule 436(g)(2) (i) has imposed (or has informed the Company or its subsidiaries that it
is considering imposing) any condition (financial or otherwise) on the Company’s or its applicable
subsidiaries retaining any rating assigned to the Company or its
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applicable subsidiaries or any securities of the Company or its applicable subsidiaries or
(ii) has indicated to the Company or its subsidiaries that it is considering any of the actions
described in Section 7(d)(v) hereof.
(t) Ernst & Young LLP, who have audited certain financial statements of the Company and its
consolidated subsidiaries and issued their report with respect to the audited consolidated
financial statements and schedules included and incorporated by reference in the Prospectus, is an
independent registered public accounting firm with respect to the Company during the periods
covered by their reports within the meaning of the Securities Act and the Securities Act
Regulations and the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”);
(u) The Company maintains systems of internal accounting controls sufficient to provide
reasonable assurance that transactions are executed in accordance with management’s authorizations
and transactions are recorded as necessary to permit preparation of financial statements. The
Company maintains “disclosure controls and procedures” as such term is defined in Rule 13a-15(e)
under the Exchange Act;
(v) None of the Company, any of its subsidiaries or, to the knowledge of the Company, any
director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is aware
of or has taken any action, directly or indirectly, that would result in a violation by such
persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations
thereunder (collectively, the “FCPA”), including, without limitation, making use of the
mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer,
payment, promise to pay or authorization of the payment of any money, or other property, gift,
promise to give, or authorization of the giving of anything of value to any “foreign official” (as
such term is defined in the FCPA) or any foreign political party or official thereof or any
candidate for foreign political office, in contravention of the FCPA, and the Company, its
subsidiaries and, to the knowledge of the Company, its affiliates have conducted their businesses
in compliance with the FCPA and have instituted and maintain policies and procedures designed to
ensure, and which are reasonably expected to continue to ensure, continued compliance therewith;
(w) The operations of the Company and its subsidiaries are and have been conducted at all
times in compliance in all material respects with applicable financial recordkeeping and reporting
requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money
laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any
related or similar rules, regulations or guidelines issued, administered or enforced by any
governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or
proceeding by or before any court or governmental agency, authority or body or any arbitrator
involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is
pending or, to the best knowledge of the Company, threatened; and
(x) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any
director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is
currently subject to any U.S. sanctions administered by the Office of Foreign
9
Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not
directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make
available such proceeds, to any subsidiary, joint venture partner or other person or entity, for
the purpose of financing the activities of any person currently subject to any U.S. sanctions
administered by OFAC.
Each of you, as one of the several Underwriters, represents and warrants to, and agrees with,
the Issuers, their respective directors and such of their respective officers as shall have signed
the Registration Statement, and to each other Underwriter, that the information set forth in
Schedule B hereto furnished to the Issuers by or through you or on your behalf expressly
for use in the Registration Statement or the Prospectus does not contain an untrue statement of a
material fact and does not omit to state a material fact in connection with such information
required to be stated therein or necessary to make such information not misleading.
3. Purchase and Sale of Securities.
On the basis of the representations, warranties and agreements herein contained, but subject
to the terms and conditions herein contained, (a) the Company agrees to sell to the Underwriters,
and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase
price of $48.50 per Security, the number of Underwritten Securities set forth below opposite the
names of such Underwriters, and (b) in the event the Underwriters exercise their option to purchase
Option Securities, the Company agrees to sell to the Underwriters, and the Underwriters agree,
severally and not jointly, to purchase from the Company at the same price set forth in clause (a)
of this Section 3, that portion of the Option Securities as to which such option to purchase was
exercised, and each Underwriter agrees, severally and not jointly, to purchase the number of Option
Securities (subject to such adjustments to eliminate fractional Securities as the Underwriters may
determine) that bears the same proportion to the total number of Option Securities to be purchased
on such Option Closing Date as the number of Underwritten Securities set forth below opposite the
name of such Underwriter bears to the total number of Underwritten Securities.
Number of | ||||
Underwriters | Underwritten Securities | |||
Credit Suisse Securities (USA) LLC |
4,000,000 | |||
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated |
4,000,000 | |||
Barclays
Capital Inc. |
2,800,000 | |||
X.X. Xxxxxx
Securities Inc. |
2,800,000 | |||
UBS Securities LLC |
2,800,000 | |||
Citigroup
Global Markets Inc. |
460,000 | |||
Xxxxxx
Xxxxxxx & Co. Incorporated |
460,000 | |||
Xxxxx Fargo Securities, LLC |
460,000 | |||
U.S. Bancorp
Investments, Inc. |
400,000 | |||
BNP Paribas
Securities Corp. |
304,000 | |||
Mitsubishi
UFJ Securities (USA), Inc. |
304,000 | |||
RBS
Securities Inc. |
306,000 |
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Number of | ||||
Underwriters | Underwritten Securities | |||
Scotia
Capital (USA) Inc. |
306,000 | |||
Credit
Agricole Securities (USA) Inc. |
200,000 | |||
Deutsche
Bank Securities Inc. |
200,000 | |||
KeyBanc
Capital Markets Inc. |
200,000 | |||
Total |
20,000,000 |
The Company hereby grants to the Underwriters the right to purchase at an Option Closing Date
that will occur on or prior to the 13th calendar day immediately following, and
including, the Closing (as defined herein), up to 3,000,000 Option Securities, at the same purchase
price as set forth in clause (a) of the first paragraph of this Section 3, for the sole purpose of
covering over-allotments. Any such election to purchase Option Securities shall be exercised only
by written notice from the Representatives to the Company setting forth the number of Option
Securities to be purchased and the date on which such Option Securities are to be delivered, as
determined by the Representatives, but in no event earlier than the Closing Date.
4. Public Offering.
The several Underwriters agree that as soon as practicable, in their judgment, they will make
a public offering of their respective portions of the Securities in accordance with the terms set
forth in the General Disclosure Package and the Prospectus.
5. Delivery and Payment.
(a) The Underwritten Securities will be represented by one or more definitive global
securities in book-entry form which will be deposited by or on behalf of the Company with The
Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the
Underwritten Securities to you against payment by you of the purchase price therefor (such delivery
and payment herein referred to as the “Closing”) by wire transfer of immediately available
funds to the Company’s account by 10:00 A.M., New York Time or as soon as possible thereafter, on
the Closing Date. Such payment shall be made upon delivery of the Securities for the account of
Credit Suisse Securities (USA) LLC at DTC. The Underwritten Securities to be so delivered will be
in fully registered form in such authorized denominations as established pursuant to the Units
Agreements. The Company will make the Underwritten Securities available for inspection by you at
the office of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP not later than 10:00 A.M., New York Time, or as soon
as possible thereafter on the business day next preceding the Closing Date. The term “Closing
Date” wherever used in this Agreement shall mean June 28, 2010, or such other date (i) not
later than the seventh full business day thereafter as may be agreed upon in writing by the Company
and you or (ii) as shall be determined by postponement pursuant to the provisions of Section 10
hereof.
The Option Securities will be represented by one or more definitive global securities in
book-entry form which will be deposited by or on behalf of the Company with DTC or its designated
custodian. The Company will deliver the Option Securities to you against payment by you of the
purchase price therefor by wire transfer of immediately available funds to the Company’s account by
10:00 A.M., New York Time or as soon as possible thereafter, on the date specified in the notice
described in Section 3 (the “Option Closing Date”). Such payment
11
shall be made upon delivery of the Securities for the account of Credit Suisse Securities
(USA) LLC at DTC. The Option Securities to be so delivered will be in fully registered form in
such authorized denominations as established pursuant to the Units Agreements. The Company will
make the Option Securities available for inspection by you at the office of Xxxxxxx Xxxxxxx &
Xxxxxxxx LLP not later than 10:00 A.M., New York Time or as soon as possible thereafter, on the
business day next preceding any Option Closing Date.
(b) Each Underwriter represents and agrees that, unless it obtains the prior written consent
of the Company and the Representatives, it has not and will not make any offer relating to the
Securities that would constitute or would use an “issuer free writing prospectus” as defined in
Rule 433 or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 of
the Securities Act Regulations that would be required to be filed with the Commission, other than
information contained in the Final Term Sheet prepared in accordance with Section 6(b).
6. Certain Covenants of the Issuers.
Each of the Company and PPL Capital Funding covenants and agrees with the several Underwriters
as follows:
(a) Subject to Section 6(b), to comply with the requirements of Rule 430B and to notify
the Representatives immediately, and confirm the notice in writing, (i) when any
post-effective amendment to the Registration Statement or new registration statement
relating to the Securities shall become effective, or any supplement to the Prospectus or
any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the
Commission, (iii) of any request by the Commission for any amendment to the Registration
Statement or the filing of a new registration statement or any amendment or supplement to
the Prospectus or any document incorporated by reference therein or otherwise deemed to be a
part thereof or for additional information, (iv) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or such new
registration statement and/or any notice objecting to its use or of any order preventing or
suspending the use of any preliminary prospectus, or of the suspension of the qualification
of the Securities for offering or sale in any jurisdiction, or of the initiation or
threatening of any proceedings for any of such purposes or of any examination pursuant to
Section 8(e) of the Securities Act concerning the Registration Statement and (v) if the
Company or PPL Capital Funding become the subject of a proceeding under Section 8A of the
Securities Act in connection with the offering of the Securities. The Company and PPL
Capital Funding will effect the filings required under Rule 424(b), in the manner and within
the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)). The Company
and PPL Capital Funding will make every reasonable effort to prevent the issuance of any
stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest
possible moment. The Company and PPL Capital Funding shall pay the required Commission
filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) of the
Securities Act Regulations without regard to the proviso therein and otherwise in accordance
with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by
updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii)
either in a post-effective
12
amendment to the Registration Statement or on the cover page of a prospectus filed
pursuant to Rule 424(b)).
(b) To give the Representatives notice of its intention to file or prepare any
amendment to the Registration Statement or new registration statement relating to the
Securities or any amendment, supplement or revision to either any preliminary prospectus
(including any prospectus included in the Original Registration Statement or amendment
thereto at the time it became effective) or to the Prospectus, whether pursuant to the
Securities Act, the Exchange Act or otherwise, and the Company and PPL Capital Funding will
furnish the Representatives with copies of any such documents a reasonable amount of time
prior to such proposed filing or use, as the case may be, and will not file or use any such
document to which the Representatives shall reasonably object in writing. The Company and
PPL Capital Funding will give the Representatives notice of their intention to make any such
filing pursuant to the Exchange Act or Exchange Act Regulations from the Applicable Time to
the Closing Date and will furnish the Representatives with copies of any such documents a
reasonable amount of time prior to such proposed filing and will not file or use any such
document to which the Representatives shall reasonably object in writing. The Company and
PPL Capital Funding will prepare a final term sheet (the “Final Term Sheet”)
reflecting the final terms of the Securities, in form and substance reasonably satisfactory
to the Representatives, and shall file such Final Term Sheet as an “Issuer Free Writing
Prospectus” prior to the close of business two Business Days after the date hereof
(“Business Day” shall mean any day other than a Saturday, a Sunday or a legal
holiday or a day on which banking institutions or trust companies are authorized or
obligated by law to close in The City of New York); provided that the Company and PPL
Capital Funding shall furnish the Representatives with copies of any such Final Term Sheet a
reasonable amount of time prior to such proposed filing and will not use or file any such
document to which the Representatives shall reasonably object in writing.
(c) To furnish to each Underwriter, without charge, during the period when the
Prospectus is required to be delivered under the Securities Act, as many copies of the
Prospectus and any amendments and supplements thereto as each Underwriter may reasonably
request.
(d) That before amending and supplementing the preliminary prospectus or the
Prospectus, they will furnish to the Representatives a copy of each such proposed amendment
or supplement and that it will not use any such proposed amendment or supplement to which
the Representatives reasonably object in writing.
(e) To use their best efforts to qualify the Securities and to assist in the
qualification of the Securities by you or on your behalf for offer and sale under the
securities or “blue sky” laws of such jurisdictions as you may designate in the United
States and Canada, to continue such qualification in effect so long as required for the
distribution of the Securities and to reimburse you for any expenses (including filing fees
and fees and disbursements of counsel) paid by you or on your behalf to qualify the
Securities for offer and sale, to continue such qualification, to determine its eligibility
for investment and to print any preliminary or supplemental “blue sky” survey or legal
13
investment memorandum relating thereto; provided that neither the Company nor PPL
Capital Funding shall be required to qualify as a foreign corporation in any State, to
consent to service of process in any State other than with respect to claims arising out of
the offering or sale of the Securities, or to meet any other requirement in connection with
this paragraph (e) deemed by the Company and PPL Capital Funding to be unduly burdensome;
(f) To promptly deliver to you a true and correct copy of the Registration Statement as
originally filed and of all amendments thereto heretofore or hereafter filed, including
conformed copies of all exhibits except those incorporated by reference, and such number of
conformed copies of the Registration Statement (but excluding the exhibits), each related
preliminary prospectus, the Prospectus, and any amendments and supplements thereto, as you
may reasonably request;
(g) If at any time prior to the completion of the sale of the Securities by the
Underwriters (as determined by the Representatives), any event occurs as a result of which
the Prospectus, as then amended or supplemented, would include any untrue statement of a
material fact or omit to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading, or if it is
necessary to amend or supplement the Prospectus to comply with the Securities Act, the
Company and PPL Capital Funding promptly (i) will notify the Representatives of any such
event; (ii) subject to the requirements of paragraph (b) of this Section 4, will prepare an
amendment or supplement that will correct such statement or omission or effect such
compliance; and (iii) will supply any supplemented or amended Prospectus to the several
Underwriters without charge in such quantities as they may reasonably request; provided that
the expense of preparing and filing any such amendment or supplement (i) that is necessary
in connection with such a delivery of a prospectus more than nine months after the date of
this Agreement or (ii) that relates solely to the activities of any Underwriter shall be
borne by the Underwriter or Underwriters or the dealer or dealers requiring the same; and
provided further that you shall, upon inquiry by the Company and PPL Capital Funding, advise
the Company and PPL Capital Funding whether or not any Underwriter or dealer which shall
have been selected by you retains any unsold Securities and, for the purposes of this
subsection (g), the Company and PPL Capital Funding shall be entitled to assume that the
distribution of the Securities has been completed when they are advised by you that no
Underwriter or such dealer retains any Securities. If at any time following issuance of an
Issuer Free Writing Prospectus, there occurs an event or development as a result of which
such Issuer Free Writing Prospectus would conflict with the information contained in the
Registration Statement (or any other registration statement related to the Securities) or
the Statutory Prospectus or any preliminary prospectus would include an untrue statement of
a material fact or would omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances prevailing at that subsequent time,
not misleading, the Company and PPL Capital Funding will promptly notify the Representatives
and will promptly amend or supplement, at their own expense, such Issuer Free Writing
Prospectus to eliminate or correct such conflict, untrue statement or omission;
14
(h) The Company will, as soon as practicable, make generally available to its security
holders an earnings statement covering a period of at least twelve months beginning after
the “effective date of the registration statement” within the meaning of Rule 158 under the
Securities Act which will satisfy the provisions of Section 11(a) of the Act;
(i) The Company and PPL Capital Funding will pay or bear (i) all expenses in connection
with the matters herein required to be performed by the Company or PPL Capital Funding,
including all expenses (except as provided in Section 6(g) above) in connection with the
preparation and filing of the Registration Statement, the General Disclosure Package and the
Prospectus, and any amendment or supplement thereto, and the furnishing of copies thereof to
the Underwriters, and all audits, statements or reports in connection therewith, and all
expenses in connection with the issue and delivery of the Securities to the Underwriters at
the place designated in Section 5 hereof, any fees and expenses relating to the eligibility
and issuance of the Securities in book-entry form and the cost of obtaining CUSIP or other
identification numbers for the Securities, all federal and state taxes (if any) payable (not
including any transfer taxes) upon the original issue of the Securities; (ii) all expenses
in connection with the printing, reproduction and delivery of this Agreement and the
printing, reproduction and delivery of any preliminary prospectus and each Prospectus, and
(except as provided in Section 6(g) above) any amendment or supplement thereto, to the
Underwriters; (iii) any and all fees payable in connection with the rating of the Securities
and the Notes; (iv) the Issuers’ costs and expenses relating to investor presentations on
any “road show” undertaken in connection with the marketing of the offering of the
Securities, including, without limitation, expenses associated with the production of road
show slides and graphics, fees and expenses of any consultants engaged in connection with
the road show presentations with the prior approval of the Issuers, travel and lodging
expenses of the representatives and officers of the Issuers and any such consultants, and
the Issuers’ portion of the costs of any aircraft chartered in connection with the road
show, (v) all fees and expenses in connection with listing the Securities and the underlying
Common Stock on the New York Stock Exchange; and (vi) the reasonable fees and expenses of
the Indenture Trustee, the Collateral Agent, the custodial agent, securities intermediary,
the Purchase Contract Agent and the Guarantee Trustee, including the fees and disbursements
of counsel for each of the foregoing agents, in connection with the Securities;
(j) The Issuers hereby agree that, without the prior written consent of Credit Suisse
Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, on behalf of
the Underwriters, none of them will, during the period ending 90 days after the date of the
final prospectus supplement included in the Prospectus (the “Lock-Up Period”),
directly or indirectly, (i) register, offer, issue, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, lend, or otherwise transfer or dispose of any Securities,
Purchase Contracts or shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Securities, Purchase Contracts or Common Stock
(collectively, the “Lock-Up Securities”), or (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of Lock-Up Securities, (iii) establish or increase a put equivalent position or
15
liquidate or decrease a call equivalent position in Lock-Up Securities within the
meaning of Section 16 of the Exchange Act or (iv) file with the Commission a registration
statement under the Act relating to Lock-Up Securities, or publicly disclose the intention
to take any such action, whether any such transaction described in clause (i), (ii) or (iii)
above is to be settled by delivery of Lock-Up Securities or such other securities, in cash
or otherwise. The foregoing sentence shall not apply to (A) the Securities or Purchase
Contracts to be issued in the transactions contemplated hereby, (B) the issuance by the
Company of shares of Common Stock pursuant to, or the grant of options under the Company’s
existing stock option, employee benefit or dividend reinvestment plans (as described in the
General Disclosure Package and the Prospectus), or the filing of a registration statement
with the Commission relating to the offering of any shares of common stock issued or
reserved for issuance under such plans, or (C) the establishment of a trading plan pursuant
to Rule 10b5-1 under the Exchange Act, for the repurchase of shares of Common Stock,
provided that such plan does not provide for the repurchase of Common Stock during the
Lock-Up Period. If, however, (1) during the last 17 days of the initial Lock-Up Period, the
Company releases earnings results or material news or a material event relating to the
Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company
announces that it will release earnings results during the 16-day period beginning on the
last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be
extended until the expiration of the 18-day period beginning on the date of release of the
earnings results or the occurrence of the materials news or material event, as applicable,
unless the Representatives waive, in writing, such extension;
(k) The Company represents and agrees that, unless it obtains the prior consent of the
Representatives (such consent not to be unreasonably withheld), it has not made and will not
make any offer relating to the Securities that would constitute an Issuer Free Writing
Prospectus or that would otherwise constitute a “free writing prospectus,” as defined in
Rule 405 of the Securities Act Regulations, required to be filed with the Commission. The
Company represents that it has treated or agrees that it will treat each Permitted Free
Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has
complied and will comply with the requirements of Rule 433 applicable to any Permitted Free
Writing Prospectus, including timely filing with the Commission where required, legending
and record keeping in accordance with the Securities Act Regulations;
(l) To use their reasonable best efforts to effect the listing of the Securities and
the underlying Common Stock on the New York Stock Exchange within 30 days of the date of the
initial issuance of the Securities;
(m) The Company shall reserve and keep available at all times, free of preemptive
rights, shares of Common Stock for the purpose of enabling the Company to satisfy any
obligation to issue the Common Stock under the Unit Agreements; and
(n) On or prior to the date that is 30 days prior to the March 28, 2013, the Company
shall have entered into, and shall use its commercially reasonable efforts to have the
Purchase Contract Agent enter into, the Remarketing Agreement.
16
7. Conditions of Underwriters’ Obligations.
The obligations of the several Underwriters to purchase and pay for the Securities on the
Closing Date or any Option Closing Date, as applicable, shall be subject to the accuracy of the
representations and warranties on the part of the Company and PPL Capital Funding contained herein
at the date of this Agreement and the Closing Date or any Option Closing Date, as applicable, to
the accuracy of the statements of the Company and PPL Capital Funding made in any certificates
pursuant to the provisions hereof, to the performance by the Company and PPL Capital Funding of its
obligations hereunder and to the following additional conditions:
(a) You shall have received, on each of the date hereof, the Closing Date and any
Option Closing Date, as applicable, a letter dated the date hereof, the Closing Date or any
Option Closing Date, as the case may be, in form and substance satisfactory to you, from
Ernst & Young LLP, independent registered public accountants, containing statements and
information of the type ordinarily included in accountants’ “comfort letters”. The
procedures described in such letters were prescribed by the Underwriters and are sufficient
to satisfy the condition in this Section 7(a).
(b) You shall have received, on each of the date hereof, the Closing Date and any
Option Closing Date, as applicable, a letter dated the date hereof, the Closing Date or any
Option Closing Date, as the case may be, in form and substance satisfactory to you, from
PricewaterhouseCoopers LLP, independent registered public accountants, containing statements
and information of the type ordinarily included in accountants’ “comfort letters”.
(c) The Registration Statement shall have become effective and on the Closing Date and
any Option Closing Date, as applicable, no stop order suspending the effectiveness of the
Registration Statement and/or any notice objecting to its use shall have been issued under
the Securities Act or proceedings therefor initiated or threatened by the Commission, and
any request on the part of the Commission for additional information shall have been
complied with to the reasonable satisfaction of counsel to the Underwriters. A prospectus
containing the Rule 430B Information shall have been filed with the Commission in the manner
and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a
post-effective amendment providing such information shall have been filed and become
effective in accordance with the requirements of Rule 430B). The Company and PPL Capital
Funding shall have paid the required Commission filing fees relating to the Securities
within the time period required by Rule 456(1)(i) of the Securities Act Regulations without
regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of
the Securities Act Regulations and, if applicable, shall have updated the “Calculation of
Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective
amendment to the Registration Statement or the cover page of a prospectus filed pursuant to
Rule 424(b).
(d) Subsequent to the execution of this Agreement, there shall not have occurred (i)
any material adverse change not contemplated by the Prospectus (as it exists on the date
hereof), or any development that could reasonably be expected to result in a material
adverse change, in or affecting particularly, the business or properties of the
17
Company or PPL Capital Funding which, in your judgment, makes it impractical and
inadvisable to proceed with completion of the sale of and payment for the Securities; (ii)
any suspension or limitation of trading in securities generally on the New York Stock
Exchange, or any setting of minimum prices for trading on such exchange, or any suspension
of trading of any securities of the Company or the Guarantor on any exchange or in the
over-the-counter market; (iii) a general banking moratorium declared by federal or New York
authorities or a material disruption in securities settlement, payment or clearance services
in the United States; (iv) any outbreak or escalation of major hostilities in which the
United States is involved, any declaration of war by Congress or any other substantial
national or international calamity or emergency if, in your reasonable judgment, the effect
of any such outbreak, escalation, declaration, calamity or emergency makes it impractical
and inadvisable to proceed with completion of the sale of and payment for the Securities; or
(v) any decrease in the ratings of the Notes by Standard & Poor’s Ratings Services, a
Division of The XxXxxx-Xxxx Companies, Inc., Xxxxx’x Investors Service, Inc. or Fitch, Inc.
or any such organization shall have publicly announced that it has under surveillance or
review, with possible negative implications, its rating of the Securities.
(e) You shall have received from Xxxxxxxxx X. Xxxxx, Esq., Senior Counsel, or such
other counsel for the Company and PPL Capital Funding as may be acceptable to you, an
opinion in form and substance satisfactory to you, dated the Closing Date and any Option
Closing Date, as applicable, and addressed to you, as Representatives of the Underwriters,
to the effect that:
(i) The Company is validly existing as a corporation in good standing under the
laws of the Commonwealth of Pennsylvania, with corporate power and authority to own
its properties and conduct its business as described in the General Disclosure
Package and the Prospectus;
(ii) The descriptions in the Registration Statement, the General Disclosure
Package and the Prospectus of statutes, legal and governmental proceedings and
contracts and other documents are accurate and fairly present the information
required to be shown; and (1) such counsel does not know of any legal or
governmental proceedings required to be described in the Registration Statement, any
Statutory Prospectus or the Prospectus which are not described, or of any contracts
or documents of a character required to be described in the Registration Statement,
any Statutory Prospectus or the Prospectus or to be filed as exhibits to the
Registration Statement which are not described and filed as required and (2) nothing
has come to the attention of such counsel that would lead such counsel to believe
either that the Registration Statement, as of its applicable effective date,
contained any untrue statement of a material fact or omitted to state any material
fact required to be stated therein or necessary to make the statements therein not
misleading, or that the General Disclosure Package, as of the Applicable Time, or
the Prospectus, as supplemented, as of the date of this Agreement, and as it shall
have been amended or supplemented, as of the Closing Date or any Option Closing
Date, as applicable, contained or contains any untrue statement of a material fact
or omitted or omits to state any material fact
18
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; it being understood that such counsel
need express no opinion as to the financial statements and other financial data
contained in the Registration Statement, the General Disclosure Package or the
Prospectus;
(iii) This Agreement has been duly authorized, executed and delivered by the
Company and PPL Capital Funding;
(iv) No consent, approval, authorization or other order of any public board or
body of the United States or the Commonwealth of Pennsylvania (except for the
registration of the Securities under the Act and the qualification of the Indenture
under the Trust Indenture Act and other than in connection or compliance with the
provisions of the securities or “blue sky” laws of any jurisdiction, as to which
such counsel need express no opinion) is legally required for the authorization of
the issuance and sale of the Securities;
(v) The execution and delivery by the Company and PPL Capital Funding of, and
the performance by each of the Company and PPL Capital Funding of its obligations
under, this Agreement, the Indenture, the Notes, the Guarantee, the Units Agreements
and the Remarketing Agreement will not contravene (i) the Articles of Incorporation
or by-laws of the Company or the Certificate of Incorporation or by-laws of PPL
Capital Funding, (ii) to the best of such counsel’s knowledge, any indenture, bank
loan or credit agreement or other evidence of indebtedness binding upon the Company
or PPL Capital Funding or any agreement or other instrument binding upon the Company
or PPL Capital Funding that, in the case of any such agreement specified in this
clause (ii) is material to the Company or PPL Capital Funding, or (iii) to the best
of such counsel’s knowledge, any judgment, order or decree of any governmental body,
agency or court having jurisdiction over the Company or PPL Capital Funding;
(vi) The authorized capital stock of the Company conforms as to legal matters
to the description thereof contained in the Registration Statement, the General
Disclosure Package or the Prospectus;
(vii) The shares of Common Stock outstanding prior to the issuance of the
Securities have been duly authorized and are validly issued, fully paid and
non-assessable and are not subject to any preemptive or similar rights; and
(viii) The shares of Common Stock to be issued and sold by the Company upon
settlement of the Purchase Contracts have been duly authorized and conform to the
description thereof contained in the Registration Statement, the General Disclosure
Package or the Prospectus, and, when issued and delivered in accordance with the
terms of the Purchase Contract and Pledge Agreement, will be validly issued, fully
paid and non-assessable, and the issuance of such shares of Common Stock will not be
subject to any preemptive or similar rights.
19
In rendering such opinion, such counsel may rely as to matters governed by New York
law upon the opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP referred to in Section 7(f)
of this Agreement.
(f) You shall have received from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Company
and PPL Capital Funding, an opinion in form and substance satisfactory to you, dated the
Closing Date and any Option Closing Date, as applicable, and addressed to you, as
Representatives of the Underwriters, substantially to the effect that:
(i) PPL Capital Funding is validly existing and in good standing as a
corporation under the law of the State of Delaware;
(ii) The Purchase Contract and Pledge Agreement has been duly authorized,
executed and delivered by the Company and PPL Capital Funding and assuming that the
Purchase Contract and Pledge Agreement is the valid and legal binding obligation of
the Purchase Contract Agent, the Collateral Agent, the custodial agent and the
securities intermediary and the Holders, the Purchase Contract and Pledge Agreement
constitutes a valid and legally binding obligation of the Company and PPL Capital
Funding enforceable against the Company and PPL Capital Funding in accordance with
its terms, except as limited by the Enforceability Exceptions.
(iii) The Securities have been duly authorized by the Company, and the
Corporate Units have been duly executed and issued by the Company and, assuming (a)
due execution thereof by the Purchase Contract Agent as attorney-in-fact of the
Holder thereto, (b) due authentication thereof by the Purchase Contract Agent, (c)
due authentication of the Notes by the Indenture Trustee, and (d) due execution of
the Purchase Contract and Collateral Agreement by the Purchase Contract Agent as
attorney-in-fact of the Holders, upon payment and delivery of the Corporate Units in
accordance with this Agreement, the Corporate Units will constitute valid and
legally binding obligations of the Company enforceable against the Company in
accordance with their terms and entitled to the benefits of the Purchase Contract
and Pledge Agreement, except as limited by the Enforceability Exceptions;
(iv) Each of the Base Indenture and the Supplemental Indenture has been duly
authorized, executed and delivered by PPL Capital Funding and the Company; the
Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended
and, assuming that the Indenture is the valid and legally binding obligation of the
Indenture Trustee, the Indenture (including the Guarantee set forth therein)
constitutes a valid and legally binding obligation of PPL Capital Funding and the
Company enforceable against PPL Capital Funding and the Company in accordance with
its terms, except as limited by the Enforceability Exceptions.
(v) The Notes have been duly authorized, executed and issued by PPL Capital
Funding and, assuming due authentication thereof by the Indenture
20
Trustee and upon payment and delivery of the Corporate Units in accordance with
this Agreement, will constitute valid and legally binding obligations of PPL Capital
Funding enforceable against PPL Capital Funding in accordance with their terms and
entitled to the benefits of the Indenture, except to the extent limited by the
Enforceability Exceptions;
(vi) The Guarantee has been duly authorized, executed and issued by the
Company, and, assuming due authentication of the Notes by the Indenture Trustee and
upon payment and delivery of the Notes in accordance with this Agreement, will
constitute a valid and legally binding obligation of the Company, as guarantor,
enforceable against the Company in accordance with their terms and entitled to the
benefits of the Indenture, except to the extent limited by the Enforceability
Exceptions;
(vii) The Common Stock initially to be issued and sold by the Company pursuant
to the Purchase Contract and Pledge Agreement have been duly authorized and reserved
for issuance by the Company and, when issued and delivered in accordance with the
provisions of the Purchase Contract and Pledge Agreement against payment of the
purchase price therefor, will be validly issued, fully paid and non-assessable;
(viii) The statements made in the General Disclosure Package and the Prospectus
under the captions “Description of the Equity Units”, “Description of the Purchase
Contracts”, “Certain Provisions of the Purchase Contract and Pledge Agreement” and
“Description of the Notes”, insofar as they purport to constitute summaries of
certain terms of documents referred to therein, constitute accurate summaries of
such terms of such documents in all material respects;
(ix) The statements made in each of the preliminary prospectus and the
Prospectus under the caption “Certain United States Federal Income and Estate Tax
Consequences”, insofar as they purport to constitute summaries of matters of United
States federal tax law and regulations or legal conclusions with respect thereto,
constitute accurate summaries of the matters described therein in all material
respects;
(x) This Agreement has been duly authorized, executed and delivered by the
Company and PPL Capital Funding;
(xi) None of the issuance and sale of the Securities by the Company, the
issuance of the Notes by PPL Capital Funding and execution, delivery and performance
by the Company and PPL Capital Funding of this Agreement, the Purchase Contract and
Pledge Agreement and the Indenture will violate the Certificate of Incorporation or
By-laws of PPL Capital Funding or any federal or New York State statute or the
Delaware General Corporation Law or any rule or regulation that has been issued
pursuant to any federal or New York State statute or the Delaware General
Corporation Law or any order known to such counsel issued pursuant to any federal or
New York State statute or the Delaware General
21
Corporation Law by any court or governmental agency or body having jurisdiction
over the Company or any of its subsidiaries or any of their properties;
(xii) No consent, approval, authorization order, registration or qualification
of or with any federal or New York governmental agency or body or any Delaware
governmental agency or body acting pursuant to the Delaware General Corporation Law
or, to such counsel’s knowledge, any federal or New York court or any Delaware court
acting pursuant to the Delaware General Corporation Law is required for the issue
and sale of the Securities by the Company, the issue of the Notes by PPL Capital
Funding and the compliance by the Company and PPL Capital Funding with all of the
provisions of this Agreement, except for the registration under the Securities Act
of the Securities, and such consents, approvals, authorizations, registrations or
qualifications as may be required under state securities or Blue Sky law in
connection with the purchase and distribution of the Securities by the Underwriters;
(xiii) The Registration Statement has become effective under the Securities Act
and the Prospectus was filed within two business days of the date hereof pursuant to
Rule 424(b) of the rules and regulations of the Commission under the Securities Act
and, to our knowledge, no stop order suspending the effectiveness of the
Registration Statement has been issued or proceeding for that purpose has been
instituted or threatened by the Commission;
(xiv) The Purchase Contract and Pledge Agreement is effective to create in
favor of the Collateral Agent for the benefit of the Company, a valid security
interest under the New York Uniform Commercial Code as in effect on the date hereof
in the State of New York (the “UCC”) in the security entitlements in respect
of the Pledged Notes and the Pledged Treasury Securities (as each is defined in the
Purchase Contract and Pledge Agreement) that are from time to time credited to the
Collateral Account (as described in the Purchase Contract Pledge Agreement) to
secure the obligations of the Holders under the Purchase Contracts, except to the
extent limited by the Enforceability Exceptions; and
(xv) The security interest of the Collateral Agent in security entitlements
with respect to the Pledged Notes and the Pledged Treasury Securities that are from
time to time credited to the Collateral Account will be perfected, and the
Collateral Agent will have “control” (within the meaning of Article 8-106 of the
UCC) thereof, once the Securities Intermediary has indicated by book entry that such
financial assets have been credited to the Collateral Account, provided that, the
Securities Intermediary has agreed that it will comply with “entitlement orders”
originated by the Collateral Agent without further consent by the “entitlement
holder” (as each is defined in Article 8-102(a)(7) and (8) of the UCC). Under the
Purchase Contract and Pledge Agreement, the Securities Intermediary has agreed that
it will comply with entitlement orders originated by the Collateral Agent, as the
secured party, with respect to the Collateral Account without further consent by the
Purchase Contract Agent, which is the entitlement holder with respect to such
security entitlements. Under
22
Section 8-510 of the UCC, assuming that neither the Collateral Agent nor the
Company has any notice of any adverse claim to such security entitlements, insofar
as Articles 8 and 9 of the UCC are applicable thereto, no action based on an adverse
claim to such security entitlements may be asserted against the Collateral Agent or
the Company. In giving the opinion contained in this paragraph such counsel has
relied upon the representations of the Securities Intermediary contained in, and
assumed compliance by the Securities Intermediary with its undertakings set forth in
the Purchase Contract and Pledge Agreement.
(xvi) Neither of the Issuers is an “investment company” within the meaning of
and subject to regulation under the Investment Company Act of 1940, as amended.
In rendering such opinion, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP may rely as to matters
governed by Pennsylvania law upon the opinion of Xxxxxxxxx X. Xxxxx, Esq. or such other
counsel referred to in subsection (e).
(g) You shall have received from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Company
and PPL Capital Funding, a letter in form and substance satisfactory to you, dated the
Closing Date and any Option Closing Date, as applicable, and addressed to you, as
Representatives of the Underwriters, to the effect that:
(i) Such counsel advises you that each of the Registration Statement, as of the
date it first became effective under the Securities Act, and the Prospectus, as of
its date, appeared, on its face, to be appropriately responsive, in all material
respects, to the requirements of the Securities Act and the applicable rules and
regulations of the Commission thereunder, except that in each case such counsel
expresses no view with respect to the financial statements or other financial or
statistical data contained in, incorporated or deemed incorporated by reference in,
or omitted from the Registration Statement, the Prospectus or the Exchange Act
Documents (as defined therein); and
(ii) Nothing has come to such counsel’s attention that causes such counsel to
believe that (a) the Registration Statement (including the Exchange Act Documents
and the Prospectus deemed to be a part thereof), as of the date hereof, contained
any untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary in order to make the statements therein
not misleading, (b) the General Disclosure Package (including the Exchange Act
documents incorporated or deemed incorporated by reference therein), as of the date
of pricing of the offering of the Securities and on the date of such letter,
contained any untrue statement of a material fact or omitted to state any material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or (c) the Prospectus
(including the Exchange Act documents incorporated or deemed incorporated by
reference therein), as of the date of pricing of the offering of the Securities and
as of the date of such letter, contained or contains any untrue
23
statement of a material fact or omitted or omits to state any material fact
necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading , except that such counsel expresses no
belief in any of clauses (a), (b) or (c) above with respect to the financial
statements or other financial or statistical data contained in, incorporated or
deemed incorporated by reference in, or omitted from the Registration Statement, the
General Disclosure Package, the Prospectus or the Exchange Act documents referenced
above.
(h) You shall have received from Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the
Underwriters, such opinion or opinions in form and substance satisfactory to you, dated the
Closing Date and any Option Closing Date, as applicable, with respect to matters as you may
require, and the Company shall have furnished to such counsel such documents as they request
for the purpose of enabling them to pass upon such matters. In rendering such opinion or
opinions, Xxxxx Xxxx & Xxxxxxxx LLP may rely as to matters governed by Pennsylvania law upon
the opinion of Xxxxxxxxx X. Xxxxx, Esq. or such other counsel referred to above.
(i) You shall have received from counsel to the Purchase Contract Agent, such opinion
or opinions in form and substance satisfactory to you, dated the Closing Date and any Option
Closing Date, as applicable.
(j) You shall have received from counsel to the Collateral Agent, such opinion or
opinions in form and substance satisfactory to you, dated the Closing Date and any Option
Closing Date, as applicable.
(k) You shall have received a certificate, dated the Closing Date and any Option
Closing Date, as applicable, of the Controller and the Treasurer or Assistant Treasurer of
the Company, and of the President or the Treasurer of PPL Capital Funding, in which such
officers, to the best of their knowledge after reasonable investigation, shall state that
(i) the representations and warranties of the Company or PPL Capital Funding, as the case
may be, in this Agreement are true and correct in all material respects as of the Closing
Date or any Option Closing Date, as applicable, (ii) the Company or PPL Funding, as the case
may be, has complied in all material respects with all agreements and satisfied all
conditions on its part to be performed or satisfied at or prior to the Closing Date or any
Option Closing Date, as applicable, (iii) no stop order suspending the effectiveness of the
Registration Statement and/or any notice objecting to its use has been issued, and no
proceedings for that purpose have been instituted or are pending by the Commission, and (iv)
subsequent to the date of the latest financial statements in the Prospectus, there has been
no material adverse change, or any development that could reasonably be expected to result
in a material adverse change, in the financial position or results of operations of the
Company and its subsidiaries taken as a whole except as set forth or contemplated in the
Prospectus or as described in such certificate.
(l) You shall have received from the Company a copy of the rating letters from Standard
& Poor’s Ratings Service, a Division of The XxXxxx-Xxxx Companies,
24
and Xxxxx’x Investors Service, Inc. assigning ratings on the Notes of BB+ and Ba1,
respectively.
(m) The “lock-up” agreements, each substantially in the form of Exhibit A hereto,
between you and each of the directors and executive officers of the Company listed on
Schedule C hereto, relating to sales and certain other dispositions of shares of
Common Stock or certain other securities, delivered to you on or before the date hereof,
shall be in full force and effect on the Closing Date and any Option Closing Date, as
applicable.
The Company and the Guarantor will furnish you as promptly as practicable after the Closing
Date with such conformed copies of such opinions, certificates, letters and documents as you may
reasonably request.
In case any such condition shall not have been satisfied, this Agreement may be terminated by
you upon notice in writing or by telegram to the Company without liability or obligation on the
part of the Company and the Guarantor or any Underwriter, except as provided in Sections 6(e),
6(i), 9, 11 and 13 hereof.
8. Conditions of the Obligations of the Issuers.
The obligations of the Company to sell and deliver the Securities on the Closing Date are
subject to the condition that at the Closing Date no stop order suspending the effectiveness of the
Registration Statement and/or any notice objecting to its use shall be in effect or proceeding
therefor shall have been instituted or, to the knowledge of the Company or PPL Capital Funding,
shall be contemplated.
If such condition shall not have been satisfied, then each of the Company and PPL Capital
Funding shall be entitled, by notice in writing or by telegram to you, to terminate this Agreement
without any liability on the part of the Company, PPL Capital Funding or any Underwriter, except as
provided in Sections 6(e), 6(j), 9, 11 and 13 hereof.
9. Indemnification and Contribution.
(a) The Issuers agree that they will jointly and severally indemnify and hold harmless each
Underwriter and the officers, directors, partners, members, employees, agents and affiliates of
each Underwriter and each person, if any, who controls any Underwriter within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act (each “an indemnified party”),
against any loss, expense, claim, damage or liability to which, jointly or severally, such
Underwriter or such controlling person may become subject, under the Securities Act or otherwise,
insofar as such loss, expense, claim, damage or liability (or actions in respect thereof) arises
out of or is based upon any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, any Statutory Prospectus, any Issuer Free Writing
Prospectus or the Prospectus, or any amendment or supplement to any thereof, or arises out of or is
based upon the omission or alleged omission to state therein any material fact required to be
stated therein or necessary to make the statements therein not misleading and, except as
hereinafter in this Section provided, the Issuers agree to reimburse each indemnified party for any
reasonable legal or other expenses as incurred by such indemnified party in
25
connection with investigating or defending any such loss, expense, claim, damage or liability;
provided, however, that neither the Company nor PPL Capital Funding shall be liable in any such
case to the extent that any such loss, expense, claim, damage or liability arises out of or is
based on an untrue statement or alleged untrue statement or omission or alleged omission made in
any such document in reliance upon, and in conformity with, written information furnished to the
Company by or through you on behalf of any Underwriter expressly for use in any such document
(provided that the only such information is that set forth on Schedule B hereto) or arises out of,
or is based on, statements or omissions from the part of the Registration Statement which shall
constitute the Statement of Eligibility under the Trust Indenture Act of the Trustee under the
Indenture.
(b) Each Underwriter, severally and not jointly, agrees that it will indemnify and hold
harmless the Company and PPL Capital Funding and its officers and directors, and each of them, and
each person, if any, who controls the Company and PPL Capital Funding within the meaning of Section
15 of the Securities Act, against any loss, expense, claim, damage or liability to which it or they
may become subject, under the Securities Act or otherwise, insofar as such loss, expense, claim,
damage or liability (or actions in respect thereof) arises out of or is based on any untrue
statement or alleged untrue statement of any material fact contained in the Statutory Prospectus,
any Issuer Free Writing Prospectus or the Prospectus, or any amendment or supplement to any
thereof, or arises out of or is based upon the omission or alleged omission to state therein any
material fact required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, and only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in any such documents in reliance
upon, and in conformity with, written information furnished to the Company and PPL Capital Funding
by or through you on behalf of such Underwriter expressly for use in any such document (provided
that the only such information is that set forth on Schedule B hereto); and, except as
hereinafter in this Section provided, each Underwriter, severally and not jointly, agrees to
reimburse the Company and PPL Capital Funding and its officers and directors, and each of them, and
each person, if any, who controls the Company and PPL Capital Funding within the meaning of Section
15 of the Securities Act, for any reasonable legal or other expenses incurred by it or them in
connection with investigating or defending any such loss, expense, claim, damage or liability.
(c) Upon receipt of notice of the commencement of any action against an indemnified party, the
indemnified party shall, with reasonable promptness, if a claim in respect thereof is to be made
against an indemnifying party under its agreement contained in this Section 9, notify such
indemnifying party in writing of the commencement thereof; but the omission so to notify an
indemnifying party shall not relieve it from any liability which it may have to the indemnified
party otherwise than under its agreement contained in this Section 9. In the case of any such
notice to an indemnifying party, the indemnifying party shall be entitled to participate at its own
expense in the defense, or if it so elects, to assume the defense, of any such action, but, if it
elects to assume the defense, such defense shall be conducted by counsel chosen by it and
satisfactory to the indemnified party and to any other indemnifying party that is a defendant in
the suit. In the event that any indemnifying party elects to assume the defense of any such action
and retain such counsel, the indemnified party shall bear the fees and expenses of any additional
counsel retained by it unless (i) the indemnifying party and the indemnified party shall have
mutually agreed to the contrary; (ii) the indemnifying party has failed within a reasonable time to
26
retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party
shall have reasonably concluded that there may be legal defenses available to it that are different
from or in addition to those available to the indemnifying party; or (iv) the named parties in any
such proceeding (including any impleaded parties) include both the indemnifying party and the
indemnified party and the representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. No indemnifying party shall be liable
in the event of any settlement of any such action effected without its consent. Each indemnified
party agrees promptly to notify each indemnifying party of the commencement of any litigation or
proceedings against it in connection with the issue and sale of the Notes.
(d) If any Underwriter or person entitled to indemnification by the terms of subsection (a) of
this Section 9 shall have given notice to the Issuers of a claim in respect thereof pursuant to
subsection (c) of this Section 9, and if such claim for indemnification is thereafter held by a
court to be unavailable for any reason other than by reason of the terms of this Section 9 or if
such claim is unavailable under controlling precedent, such Underwriter or person shall be entitled
to contribution from the Issuers for liabilities and expenses, except to the extent that
contribution is not permitted under Section 11(f) of the Securities Act. In determining the amount
of contribution to which such Underwriter or person is entitled, there shall be considered the
relative benefits received by such Underwriter or person and the Issuers from the offering of the
Securities that were the subject of the claim for indemnification (taking into account the portion
of the proceeds of the offering realized by each), the Underwriter or person’s relative knowledge
and access to information concerning the matter with respect to which the claim was asserted, the
opportunity to correct and prevent any statement or omission, and any other equitable
considerations appropriate under the circumstances. The Company, PPL Capital Funding and the
Underwriters agree that it would not be equitable if the amount of such contribution were
determined by pro rata or per capita allocation (even if the Underwriters were treated as one
entity for such purpose).
(e) No indemnifying party shall, without the prior written consent of the indemnified parties,
settle or compromise or consent to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or threatened, or any
claim whatsoever in respect of which indemnification or contribution could be sought under this
Section 9 (whether or not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of each indemnified
party and all liability arising out of such litigation, investigation, proceeding or claim, and
(ii) does not include a statement as to or an admission of fault, culpability or the failure to act
by or on behalf of any indemnified party.
(f) The indemnity and contribution provided for in this Section 9 and the representations and
warranties of the Issuers and the several Underwriters set forth in this Agreement shall remain
operative and in full force and effect regardless of (i) any investigation made by or on behalf of
any Underwriter or any person controlling any Underwriter or the Company, PPL Capital Funding or
their respective directors or officers, (ii) the acceptance of any Securities and payment therefor
under this Agreement, and (iii) any termination of this Agreement.
27
10. Default of Underwriters.
If any Underwriter or Underwriters default in their obligations to purchase Securities
hereunder on either the Closing Date and the aggregate number of Securities that such defaulting
Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number
of Securities offered that the Underwriters are obligated to purchase on the Closing Date, the
non-defaulting Underwriters may make arrangements satisfactory to the Issuers for the purchase of
such Securities by other persons, including any of the non-defaulting Underwriters, but if no such
arrangements are made by the Closing Date, the other Underwriters shall be obligated, severally in
the proportion which their respective commitments hereunder bear to the total commitment of the
non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or
Underwriters agreed but failed to purchase. In the event that any Underwriter or Underwriters
default in their obligations to purchase Securities hereunder, the Issuers may by prompt written
notice to non-defaulting Underwriters postpone the Closing Date for a period of not more than seven
full business days in order to effect whatever changes may thereby be made necessary in the
Registration Statement or the Prospectus or in any other documents, and the Issuers will promptly
file any amendments to the Registration Statement or supplements to the Prospectus which may
thereby be made necessary. If, on the Closing Date, any one or more of the Underwriters shall fail
or refuse to purchase such Securities and the aggregate principal amount of such Securities with
respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities to
be purchased on such date, and arrangements satisfactory to the Representatives, the Company and
PPL Capital Funding for the purchase of such Securities are not made within 48 hours after such
default, this Agreement shall terminate without liability of any party to any other party except
that the provisions of Sections 6(j), 9, 11 and 13 shall at all times be effective and shall
survive such termination. As used in this Agreement, the term “Underwriter” includes any person
substituted for an Underwriter under this Section. Nothing herein will relieve an Underwriter from
liability for its default.
11. Survival of Certain Representations and Obligations.
The respective indemnities, agreements, representations and warranties of the Company and PPL
Capital Funding and of or on behalf of the several Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any investigation, or statement
as to the results thereof, made by or on behalf of any Underwriter or the Company and PPL Capital
Funding or any of their respective officers or directors or any controlling person, and will
survive delivery of and payment for the Securities. If for any reason the purchase of the
Securities by the Underwriters is not consummated, the Company and PPL Capital Funding shall remain
responsible for the expenses to be paid or reimbursed by it pursuant to Section 6, and the
respective obligations of the Company, PPL Capital Funding and the Underwriters pursuant to Section
9 hereof shall remain in effect.
If the purchase of the Securities by the Underwriters is not consummated for any reason other
than solely because of the termination of this Agreement pursuant to Section 10 or the occurrence
of any event specified in clause (ii) (other than for any suspension of trading of any securities
of the Company or the Guarantor on any exchange or in the over-the-counter market), (iii), (iv) or
(v) of Section 7(d), the Company and PPL Capital will reimburse the
28
Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel)
reasonably incurred by them in connection with the offering of the Securities.
12. Notices.
The Company and PPL Capital Funding shall be entitled to act and rely upon any statement,
request, notice or agreement on behalf of each of the Underwriters if the same shall have been made
or given by you jointly. All statements, requests, notices, consents and agreements hereunder
shall be in writing, or by telegraph subsequently confirmed in writing, and, if to the Company or
PPL Capital Funding, shall be sufficient in all respects if delivered or mailed to the Company or
PPL Capital Funding at Xxx Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxx 00000 (facsimile:
610-774-5235), Attn: Treasurer, and, if to you, shall be sufficient in all respects if delivered
or mailed to both Credit Suisse Securities (USA) LLC, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000-0000, Attention: LCD-IBD and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxx Xxxxxx
Xxxx, Xxx Xxxx, Xxx Xxxx 00000 (facsimile: 646-855-3073), Attention: Syndicate Department;
provided, however, that any notice to an Underwriter pursuant to Section 9 hereof will also be
delivered or mailed to such Underwriter at the address, if any, of such Underwriter furnished to
the Company and PPL Capital Funding in writing for the purpose of communications hereunder.
13. No Advisory or Fiduciary Relationship.
Each of the Company and PPL Capital Funding acknowledges and agrees that (a) the purchase and
sale of the Securities pursuant to this Agreement, including the determination of the public
offering price of the Securities and any related discounts and commissions, is an arm’s-length
commercial transaction between the Company and PPL Capital Funding, on the one hand, and the
several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby
and the process leading to such transaction, each Underwriter is and has been acting solely as a
principal and is not the agent or fiduciary of the Company or PPL Capital Funding, or their
respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or
will assume an advisory or fiduciary responsibility in favor of the Company or PPL Capital Funding
with respect to the offering contemplated hereby or the process leading thereto (irrespective of
whether such Underwriter has advised or is currently advising the Company or PPL Capital Funding on
other matters) and no Underwriter has any obligation to Company or PPL Capital Funding with respect
to the offering contemplated hereby except the obligations expressly set forth in this Agreement,
(d) the Underwriters and their respective affiliates may be engaged in a broad range of
transactions that involve interests that differ from those of the Company or PPL Capital Funding,
(e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect
to the offering contemplated hereby and each of the Company or PPL Capital Funding has consulted
its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate and (f)
the Company and PPL Capital Funding waive, to the fullest extent permitted by law, any claims it
may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty
and agree that the Underwriters shall have no liability (whether direct or indirect) to the Company
or PPL Capital Funding in respect of such a fiduciary duty claim or to any person asserting a
fiduciary duty claim on behalf of or in right of the Company or PPL Capital Funding, including
stockholders, creditors or employees.
29
14. Parties in Interest.
This Agreement shall inure solely to the benefit of the Issuers and the Underwriters and, to
the extent provided in Section 9 hereof, to any person who controls any Underwriter, to the
officers and directors of the Issuers, and to any person who controls the Issuers, and their
respective successors. No other person, partnership, association or corporation shall acquire or
have any right under or by virtue of this Agreement. The term “successor” shall not
include any assignee of an Underwriter (other than one who shall acquire all or substantially all
of such Underwriter’s business and properties), nor shall it include any purchaser of Notes from
any Underwriter merely because of such purchase.
15. Representation of Underwriters.
Any action under this Agreement taken by the Representatives will be binding upon all the
Underwriters.
16. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to
be an original, but all such counterparts shall together constitute one and the same Agreement.
17. Effectiveness.
This Agreement shall become effective upon the execution and delivery hereof by the parties
hereto.
18. Applicable Law.
This Agreement shall be governed by, and construed in accordance with, the laws of the State
of New York.
19. Headings.
The headings of the sections of this Agreement have been inserted for convenience of reference
only and shall not be deemed a part of this Agreement.
30
Please confirm that the foregoing correctly sets forth the agreement between us by signing in
the space provided below for that purpose, whereupon this letter shall constitute a binding
agreement among the Company, PPL Capital Funding and the several Underwriters in accordance with
its terms.
Yours very truly, PPL CORPORATION |
||||
By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxx | |||
Title: | Assistant Treasurer | |||
PPL CAPITAL FUNDING, INC. |
||||
By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxx | |||
Title: | Assistant Treasurer |
31
The foregoing Underwriting Agreement is hereby
confirmed and accepted as of the date first above written.
confirmed and accepted as of the date first above written.
CREDIT SUISSE SECURITIES (USA) LLC |
||||
/s/ Xxxx Xxxxx | ||||
Name: | Xxxx Xxxxx | |||
Title: | Managing Director | |||
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED |
||||
/s/ Xxxxxx X. Xxxxx | ||||
Name: | Xxxxxx X. Xxxxx | |||
Title: | Managing Director | |||
32
SCHEDULE A
Issuer General Use
Free Writing Prospectus
Free Writing Prospectus
Pricing Term Sheet dated June 22, 2010 | Registration Statement Nos. 333-158200 and 000-000000-00 | |
Filed Pursuant to Rule 433 | ||
Supplementing the Preliminary | ||
Prospectus Supplements | ||
dated June 21, 2010 | ||
(To Prospectus dated March 25, 2009) |
PPL Corporation
Concurrent Offerings of
Concurrent Offerings of
90,000,000 Shares of Common Stock
(the “Common Stock Offering”)
(the “Common Stock Offering”)
and
20,000,000 Equity Units
(Initially Consisting of 20,000,000 Corporate Units)
(the “Equity Units Offering”)
(Initially Consisting of 20,000,000 Corporate Units)
(the “Equity Units Offering”)
![(PPL LOGO)](https://www.sec.gov/Archives/edgar/data/922224/000095012310060644/y78815y7881501.gif)
The information in this pricing term sheet relates only to the Common Stock Offering and the
Equity Units Offering and should be read together with (i) the preliminary prospectus supplement
dated June 21, 2010 relating to the Common Stock Offering, including the documents incorporated by
reference therein, (ii) the preliminary prospectus supplement dated June 21, 2010 relating to the
Equity Units Offering, including the documents incorporated by reference therein, and (iii) the
related base prospectus dated March 25, 2009, each filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, Registration Statement Nos. 333-158200 and 000-000000-00.
Terms used but not defined herein have the meanings ascribed to them in the relevant preliminary
prospectus supplement.
Company: |
PPL Corporation | |
Company Stock Ticker: |
New York Stock Exchange “PPL” | |
Trade Date: |
June 22, 2010 | |
Closing Price on June 22, 2010: |
$24.24 | |
Settlement Date: |
June 28, 2010 | |
Registration Format: |
SEC Registered | |
Common Stock Offering |
||
Title of Securities: |
Common stock, $0.01 par value per share, of the Company | |
CUSIP Number: |
00000X000 | |
Shares Offered: |
90,000,000 (or a total of 103,500,000 if the underwriters exercise their option to purchase up to 13,500,000 additional shares of the Company’s common stock in full, solely to cover over-allotments, |
at the Public Offering Price less the underwriting discounts and commissions) | ||
Public Offering Price:
|
$24.00 per share / approximately $2,160,000,000 total (excluding the underwriters’ over-allotment option to purchase up to 13,500,000 additional shares of the Company’s common stock) | |
Underwriting Discounts and
Commissions:
|
$0.72 per share / approximately $64,800,000 total (excluding the underwriters’ over-allotment option to purchase up to 13,500,000 additional shares of the Company’s common stock) | |
Estimated Net Proceeds to the Company
from the Common Stock Offering:
|
The net proceeds from the sale of common stock in the Common Stock Offering will be approximately $2,095,200,000 (or approximately $2,409,480,000 if the underwriters exercise their option to purchase up to 13,500,000 additional shares of the Company’s common stock in full), after deducting the underwriting discounts and commissions and before estimated offering expenses payable by the Company. | |
Concessions and Discounts:
|
The Company has been advised by the representatives that the underwriters propose to offer the shares of common stock at the Public Offering Price and to selling group members at that price less a selling concession of $0.432 per share. After the initial public offering, the underwriters may change the Public Offering Price and selling concession. | |
Joint Book-Running Managers:
|
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Xxxxxx Xxxxxxx & Co. Incorporated and Xxxxx Fargo Securities, LLC | |
Senior Co-Managers:
|
Barclays Capital Inc., X.X. Xxxxxx Securities Inc. and UBS Securities LLC | |
Co-Managers:
|
BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., KeyBanc Capital Markets Inc., Lloyds TSB Bank Plc., Mitsubishi UFJ Securities (USA), Inc., Xxxxx Xxxxxxx & Co., RBS Securities Inc. and Scotia Capital (USA) Inc. | |
Equity Units Offering |
||
Title of Securities:
|
Equity Units (initially consisting of Corporate Units) which consist of a purchase contract issued by the Company and, initially, a l/20, or 5%, undivided beneficial ownership interest in $1,000 principal amount of notes issued by PPL Capital Funding, Inc. | |
Notes Offered:
|
$1,000,000,000 (or a total of $1,150,000,000 if the underwriters exercise their option to purchase up to 3,000,000 additional Equity Units in full, solely to cover over-allotments) aggregate principal amount of 4.625% Junior Subordinated Notes due 2018 issued by PPL Capital Funding, Inc. fully and unconditionally guaranteed by the Company, pursuant to the subordinated guarantee of the Company | |
Number of Equity Units Offered:
|
20,000,000 (or a total of 23,000,000 if the underwriters exercise their option to purchase up to 3,000,000 additional Equity Units in full, solely to cover over-allotments) |
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Aggregate Offering Amount:
|
$1,000,000,000 (or a total of $1,150,000,000 if the underwriters exercise their option to purchase up to 3,000,000 additional Equity Units in full, solely to cover over-allotments) | |
Stated Amount per Equity Unit:
|
$50.00 | |
Public Offering Price:
|
$50.00 per Equity Unit / approximately $1,000,000,000 total (excluding the underwriters’ option to purchase up to 3,000,000 additional Equity Units) | |
Underwriting Discounts and
Commissions:
|
$1.50 per Equity Unit / approximately $30,000,000 total (excluding the underwriters’ option to purchase up to 3,000,000 additional Equity Units) | |
Interest Rate on the Notes:
|
4.625% (or $46.25 per year per $1,000 principal amount of note), subject to PPL Capital Funding Inc.’s right to defer interest, payments as described in the preliminary prospectus supplement for the Equity Units Offering | |
Deferred Interest on the Notes:
|
Deferred interest on the notes will bear interest at the interest rate applicable to the notes, compounded on each interest payment date. | |
Contract Adjustment Payment Rate:
|
4.875% per year of the Stated Amount per Equity Unit ($2.4375 per year of the Stated Amount per Equity Unit), subject to the Company’s right to defer contract adjustment payments, as described in the preliminary prospectus supplement for the Equity Units Offering | |
Deferred Contract Adjustment Payments:
|
Deferred contract adjustment payments would accrue additional contract adjustment payments at the rate of 9.5% per year until paid, compounded quarterly, to, but excluding, the payment date. | |
Total Distribution Rate on the
Corporate Units:
|
9.5% | |
Reference Price:
|
$24.00 (Public Offering Price in the Company’s concurrent Common Stock Offering) | |
Threshold Appreciation Price:
|
$28.80 (represents appreciation of approximately 20% over the Reference Price) | |
Minimum Settlement Rate:
|
1.7361 shares of the Company’s common stock (subject to adjustment), equal to the $50.00 Stated Amount per Equity Unit divided by the Threshold Appreciation Price | |
Maximum Settlement Rate:
|
2.0833 shares of the Company’s common stock (subject to adjustment), equal to the $50.00 Stated Amount per Equity Unit divided by the Reference Price | |
Purchase Contract Settlement Date:
|
July 1, 2013 | |
Note Maturity Date:
|
July 1, 2018 (which may be modified in connection with a successful remarketing) | |
Estimated Net Proceeds to the Company
from the Equity Units Offering:
|
The net proceeds from the sale of Equity Units in the Equity Units Offering will be approximately $970,000,000 (or approximately |
3
$1,115,500,000 if the underwriters exercise their option to purchase up to 3,000,000 additional Equity Units in full), after deducting the underwriting discounts and commissions and before estimated offering expenses payable by the Company. | ||
Concessions and Discounts:
|
The Company has been advised by the representatives that the underwriters propose to offer the Equity Units directly to the public at the Public Offering Price and to selling group members at that price less a selling concession of $0.90 per Equity Unit. After the initial public offering, the underwriters may change the Public Offering Price and selling concession. | |
Joint Book-Running Managers:
|
Credit Suisse Securities (USA) LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Barclays Capital Inc., X.X. Xxxxxx Securities Inc. and UBS Securities LLC | |
Senior Co-Managers:
|
Citigroup Global Markets Inc., Xxxxxx Xxxxxxx & Co. Incorporated and Xxxxx Fargo Securities, LLC | |
Co-Managers:
|
BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., KeyBanc Capital Markets Inc., Mitsubishi UFJ Securities (USA), Inc., RBS Securities Inc., Scotia Capital (USA) Inc. and U.S. Bancorp Investments, Inc. | |
Note Interest Payment Dates and
Contract Adjustment Payment Dates:
|
January 1, April 1, July 1 and October 1 of each year, beginning October 1, 2010 (subject to the Company’s right to defer the contract adjustment payments and PPL Capital Funding, Inc.’s right to defer the interest payments as described in the preliminary prospectus supplement for the Equity Units Offering) | |
Listing:
|
The Company will apply to list the Corporate Units on the New York Stock Exchange under the symbol “PPL PR U.” The Company expects trading of the Corporate Units on the New York Stock Exchange to begin within 30 days after the date of initial issuance of the Corporate Units. | |
CUSIP for the Corporate Units:
|
69351T 601 | |
ISIN for the Corporate Units:
|
US69351T6010 | |
CUSIP for the Treasury Units:
|
69351T 700 | |
ISIN for the Treasury Units:
|
US69351T7000 | |
CUSIP for the Subordinated Notes:
|
69351T AB2 | |
ISIN for the Subordinated Notes:
|
US69351TAB26 | |
Allocation of the Purchase Price:
|
At the time of issuance, the fair market value of the applicable ownership interest in the notes will be $50 (or 100% of the issue price of a Corporate Unit) and the fair market value of each purchase contract will be $0 (or 0% of the issue price of a Corporate Unit). | |
Early Settlement:
|
A holder of Corporate Units or Treasury Units may settle the related purchase contracts at any time prior to 5:00 p.m., New York City time, on the second business day immediately preceding the |
4
Purchase Contract Settlement Date, other than during a blackout period (as described in the preliminary prospectus supplement for the Equity Units Offering) in the case of Corporate Units. Such early settlement may only be made in integral multiples of 20 purchase contracts. If the Treasury portfolio has replaced the notes as a component of the Corporate Units, holders of Corporate Units may settle early only in integral multiples of 64,000 Corporate Units prior to 5:00 p.m., New York City time, on the second business day immediately preceding the Purchase Contract Settlement Date, subject to certain exceptions and conditions described under “Description of the Purchase Contracts—Early Settlement” in the preliminary prospectus supplement for the Equity Units Offering. If a purchase contract is settled early, the number of shares of common stock to be issued per purchase contract will be equal to the Minimum Settlement Rate (subject to adjustment as described in the preliminary prospectus supplement for the Equity Units Offering). | ||
Early Settlement Upon a Fundamental
Change:
|
Upon the occurrence of a “fundamental change,” as defined in the preliminary prospectus supplement for the Equity Units Offering, prior to the purchase contract settlement date, then, following the fundamental change, each holder of a purchase contract will have the right to accelerate and settle such contract early at the settlement rate determined as if the applicable market value equaled the stock price, plus an additional make-whole amount of shares (such additional make-whole amount of shares being hereafter referred to as the “make-whole shares”). We refer to this right as the “fundamental change early settlement right.” | |
The number of make-whole shares per purchase contract applicable to a fundamental change early settlement will be determined by reference to the table below, based on the date on which the fundamental change occurs or becomes effective (the “effective date”) and the “stock price” in the fundamental change: |
Stock Price on Effective Date | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Effective Date | $8.00 | $16.00 | $20.00 | $24.00 | $26.00 | $28.80 | $32.00 | $36.00 | $40.00 | $50.00 | $60.00 | $70.00 | $80.00 | $90.00 | $100.00 | |||||||||||||||||||||||||||||||||||||||||||||
June 28,
2010 |
0.5748 | 0.2380 | 0.1123 | 0.0000 | 0.1133 | 0.2462 | 0.1998 | 0.1601 | 0.1346 | 0.1014 | 0.0844 | 0.0723 | 0.0627 | 0.0548 | 0.0482 | |||||||||||||||||||||||||||||||||||||||||||||
July 1, 2011 |
0.4027 | 0.1649 | 0.0598 | 0.0000 | 0.0669 | 0.1999 | 0.1548 | 0.1187 | 0.0975 | 0.0730 | 0.0607 | 0.0516 | 0.0444 | 0.0386 | 0.0340 | |||||||||||||||||||||||||||||||||||||||||||||
July 1, 2012 |
0.2111 | 0.0900 | 0.0156 | 0.0000 | 0.0180 | 0.1444 | 0.0977 | 0.0667 | 0.0526 | 0.0396 | 0.0325 | 0.0273 | 0.0233 | 0.0203 | 0.0178 | |||||||||||||||||||||||||||||||||||||||||||||
July 1, 2013 |
0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 |
The exact stock price and effective date applicable to a fundamental change may not be set forth on the table, in which case: |
• | if the stock price is between two stock price amounts on the table or the effective date is between two dates on the table, the amount of make-whole shares will be determined by straight line interpolation between the make-whole share amounts set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year; |
5
• | if the stock price is in excess of $100.00 per share (subject to adjustment in the same manner as the stock prices set forth in the second row of the table above) then the make-whole share amount will be zero; and | ||
• | if the stock price is less than $8.00 per share (subject to adjustment in the same manner as the stock prices set forth in the second row of the table above) (the “minimum stock price”), then the make-whole share amount will be determined as if the stock price equaled the minimum stock price, using straight line interpolation, as described above in the first bullet, if the effective date is between two dates on the table. |
Unless the Treasury portfolio has replaced the notes as a component of the Corporate Units, holders of Corporate Units may exercise the fundamental change early settlement right only in integral multiples of 20 Corporate Units. If the Treasury portfolio has replaced the notes as a component of Corporate Units, holders of the Corporate Units may exercise the fundamental change early settlement right only in integral multiples of 64,000 Corporate Units. A holder of Treasury Units may exercise the fundamental change early settlement right only in integral multiples of 20 Treasury Units. | ||
Irrevocable Election:
|
The subordination provisions of the notes and guarantees will not apply to the notes remarketed in a final remarketing, unless the Company makes an irrevocable election otherwise at any time on or prior to December 28, 2010 (six months from the date of initial issuance of the Corporate Units). |
The issuers have filed a joint shelf-registration statement (including preliminary prospectus
supplements each dated June 21, 2010 and an accompanying prospectus dated March 25, 2009) with the
Securities and Exchange Commission, or SEC, for the offerings to which this communication relates.
Before you invest, you should read the relevant preliminary prospectus supplement, the accompanying
prospectus and the other documents the issuers have filed with the SEC for more complete
information about the issuers and the offerings. You may get these documents for free by visiting
XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, copies may be obtained from BofA Xxxxxxx
Xxxxx, 0 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attn: Preliminary Prospectus Department, call
toll-free (000) 000-0000 or email Xxxxxxxxxx.Xxxxxxxx@xx.xxx; or from Credit Suisse Xxxxxxxxxx
Xxxxxxxxxx, Xxx Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 or call toll-free (000) 000-0000.
This communication should be read in conjunction with the preliminary prospectus supplements dated
June 21, 2010 and the accompanying prospectus. The information in this communication supersedes
the information in the relevant preliminary prospectus supplement and the accompanying prospectus
to the extent inconsistent with the information in such preliminary prospectus supplement and the
accompanying prospectus.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS
COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY
GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
6
SCHEDULE B
Information Represented and Warranted by the Underwriters
Pursuant to Section 2 of Underwriting Agreement
Pursuant to Section 2 of Underwriting Agreement
(1) | The concession and discount figures appearing in the fifth paragraph under the caption “Underwriting”. | |
(2) | The information related to stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids contained in the eleventh and twelfth paragraphs under the caption “Underwriting”. |
SCHEDULE C
Directors and Executive Officers of the Company delivering
lock-up agreements pursuant to Section 7(l)
lock-up agreements pursuant to Section 7(l)
Xxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Xxxx X. Xxxx
Xxxxxx X. Xxxx
Xxxxx X. Xxxx
J. Xxxx Xxxxxxx, Xx.
Xxxxxxx Xxxxx
Xxxx X. Xxxxxxxxxxxx
Xxxxxx X. Xxxxxxx
Xxxxx X. XxXxxxxx
Xxxxxxxxx X. Xxxxxxxx
Xxxx X. Xxxxxx
X. Xxxxx Xxxxxx
Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Xxxxxx Xxxxx
Xxxxx X. Xxxxxxxx
Xxxxxx von Althann
Xxxxx X. Xxxxxxxxxx
35
Exhibit A
[FORM OF LOCK-UP LETTER]
, 2010
Credit Suisse Securities (USA) LLC
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
Xxx Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Xxx Xxxxxx Xxxx
Xxx Xxxx, XX 00000
As Representatives of the Several Underwriters
Dear Sirs and Mesdames:
The undersigned understands that Credit Suisse Securities (USA) LLC (“Credit Suisse”)
and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BAML”), as Representatives of the
several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting
Agreement”) with PPL Corporation, a Pennsylvania corporation (the “Company”), providing
for the public offering (the “Public Offering”) by the several Underwriters, including the
Representatives (the “Underwriters”), of Equity Units that will include a stock purchase
contact under which the holder of the Equity Unit will purchase from the Company shares of the
Common Stock, par value $.01 per share of the Company (the “Common Stock”).
To induce the Underwriters that may participate in the Public Offering to continue their
efforts in connection with the Public Offering, the undersigned hereby agrees that, without the
prior written consent of Credit Suisse and BAML, on behalf of the Underwriters, it will not, during
the period commencing on the date hereof and ending 90 days after the date of the final prospectus
relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or
indirectly, any shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock or make any public announcement of an intention thereof or (2) enter
into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such transaction described in
clause (1) or (2) above is to be settled by delivery of
Common Stock or such other securities, in cash or otherwise, or make any public announcement of an
intention thereof. The foregoing sentence shall not apply to transactions relating to shares of
Common Stock or other securities acquired in open market transactions after the completion of the
Public Offering. In addition, the undersigned agrees that, without the prior written consent of
Credit Suisse and BAML, on behalf of the Underwriters, it
will not, during the period commencing on
the date hereof and ending 90 days after the date of the Prospectus, make any demand for or
exercise any right with respect to, the registration of any shares of Common Stock or any security
convertible into or exercisable or exchangeable for Common Stock.
If, however, (1) during the last 17 days of the initial 90-day restricted period, the Company
releases earnings results or material news or a material event relating to the Company occurs or
(2) prior to the expiration of the initial 90-day restricted period, the Company announces that it
will release earnings results during the 16-day period beginning on the last day of the initial
90-day restricted period, then in each case the 90-day restricted period will be extended until the
expiration of the 18-day period beginning on the date of release of the earnings results or the
occurrence of the material news or material event, as applicable, unless the Representatives waive,
in writing, such extension.
Whether or not the Public Offering actually occurs depends on a number of factors, including
market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement,
the terms of which are subject to negotiation between the Company and the Underwriters.
Very truly yours, | ||||