PPL Energy Supply, LLC Announces Exchange Offer for 8.857% Senior Secured Bonds due 2025 of PPL Ironwood, LLC and Related Consent Solicitation

Fri Jan 11, 2013 6:15pm EST

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ALLENTOWN, Pa.,  Jan. 11, 2013  /PRNewswire/ -- PPL Energy Supply, LLC (the
"Company" or "PPL Energy Supply") announced today the commencement of an offer
to exchange up to all but not less than a majority of 8.857% Senior Secured
Bonds due 2025 of its wholly owned subsidiary PPL Ironwood, LLC (CUSIP No.
00103XAC7) (the "Ironwood Bonds") for newly issued Senior Notes, Series 4.60%
due 2021 of the Company (the "New Notes"), upon the terms and subject to the
conditions set forth in the prospectus (the "Prospectus") and the related letter
of transmittal and consent (the "Letter of Transmittal and Consent").   

The offer to exchange the Ironwood Bonds for New Notes is referred to as the
"Exchange Offer." The New Notes will comprise part of the same series as, and
are expected to be fungible for U.S. federal income tax purposes with, the 
$500,000,000  aggregate principal amount of Senior Notes, Series 4.60% due 2021
(the "Existing 2021 Notes") that PPL Energy Supply initially issued on  December
16, 2011. The New Notes will be the unsecured and unsubordinated obligations of
the Company. The Ironwood Bonds exchanged in connection with the Exchange Offer
will be retired and cancelled and will not be reissued.

Concurrently with the Exchange Offer, PPL Energy Supply is soliciting (the
"Consent Solicitation") consents ("Consents") from holders of Ironwood Bonds,
upon the terms set forth in the Prospectus and the Letter of Transmittal and
Consent, to certain proposed amendments (the "Proposed Amendments") to the
Ironwood Bonds, the indenture governing the Ironwood Bonds and the Collateral
Agency and Intercreditor Agreement among the Company, the trustee, collateral
agent and depositary bank thereto. The proposed amendments would, among other
things, eliminate substantially all of the restrictive covenants pertaining to
the Ironwood Bonds and certain provisions relating to the operation and
financing of the facilities operated by Ironwood. The Proposed Amendments are
summarized below.

Upon the terms and subject to the conditions of the Exchange Offer, for each 
$1,000  principal amount that remains payable on the Ironwood Bonds outstanding
at the Expiration Date, tendered prior to the Expiration Date and accepted for
exchange, PPL Energy Supply will pay the exchange consideration (the "Exchange
Consideration") of  $1,270  in the form of New Notes.

 Bond                              CUSIP No.  Principal Amount Remaining    For each $1,000 Principal Amount    
                                              Payable at the Expiration     Remaining Payable of                
                                              Date                          Ironwood Bonds Outstanding          
                                                                            at the Expiration Date,             
                                                                            Consideration in Principal          
                                                                            Amount of Senior Notes,             
                                                                            Series 4.60% due 2021               
                                                                            Received(1):                        
 8.857%  Senior Secured Bonds due  00103XAC7  $1,000                        $1,270                              
 2025 (the "Ironwood Bonds")                                                                                    
                                                                                                                
 (1) The Company will not accept any tender of Ironwood Bonds that would result in the issuance of less than $1,000 principal amount of New Notes. 


On  February 28, 2013, PPL Ironwood will make a principal and interest payment
on any Ironwood Bonds outstanding on that date to holders of record of Ironwood
Bonds as of  February 1, 2013, the record date for that payment. Holders who
properly tender their Ironwood Bonds and whose Ironwood Bonds are accepted for
exchange will receive the Exchange Consideration on the Settlement Date (defined
below) plus accrued and unpaid interest in cash on such Ironwood Bonds subject
to "3. Important Information Regarding the New Notes - a. Accrued and Unpaid
Interest" below. Such participating holders will not be entitled to receive the
payment of principal and interest on  February 28, 2013.  Holders who do not
participate in the Exchange Offer and who are otherwise entitled to receive the 
February 28, 2013  payment of principal and interest on the Ironwood Bonds
pursuant to the rules of DTC applicable to such payments, will receive the
payment of principal and interest on  February 28, 2013.

The aggregate Exchange Consideration paid to each participating holder for all
Ironwood Bonds properly tendered (and not validly withdrawn) and accepted will
be rounded down, if necessary, to  $1,000  or the nearest whole multiple of 
$1,000  in excess thereof and the Company will pay cash up to  $1,000.  

The Exchange Offer will expire at  11:59 p.m.,  New York City  time, on 
February 8, 2013  (such time and date, as the same may be extended, the
"Expiration Date"). Tenders may be withdrawn prior to  11:59 p.m.,  New York
City  time, on the Expiration Date. The Company plans to issue the New Notes
promptly following the Expiration Date (such issue date, the "Settlement Date").
The Company plans to issue the new Notes promptly following the Expiration date
(such issue date, the "Settlement Date").  

1. Terms of the Consent Solicitation

a. The Consent Solicitation

Upon the terms and subject to the conditions described in the Prospectus and the
Letter of Transmittal and Consent, the Company is soliciting the Consent of
holders of the Ironwood Bonds to the Proposed Amendments. Promptly following the
Expiration Date, if the Requisite Consents (as defined below) are delivered, (i)
Ironwood and The Bank of New York Mellon as trustee will enter into a
supplemental indenture (the "Supplemental Indenture") and (ii) The Bank of New
York Mellon, in its separate capacities as trustee, collateral agent and
depositary bank, will be directed to enter into an amended and restated
Collateral Agency Agreement, in each case to give effect to the Proposed
Amendments. The Proposed Amendments will not become operative until the
consummation of the Exchange Offer.  In the event that the Company does not
receive the Requisite Consents or does not consummate the Exchange Offer for any
reason, the Indenture and the Collateral Agency Agreement will remain in effect
in their current form.  

Valid tenders of Ironwood Bonds pursuant to the Exchange Offer (that are not
validly withdrawn) will be deemed to include Consents to the Proposed
Amendments. Holders may not validly tender Ironwood Bonds in the Exchange Offer
without delivering the related Consents in the Consent Solicitation and may not
validly withdraw previously tendered Ironwood Bonds prior to the Expiration Date
without revoking the related Consents. Holders may not deliver Consents in the
Consent Solicitation without validly tendering their Ironwood Bonds in the
Exchange Offer and may only validly revoke Consents by validly withdrawing the
previously tendered related Ironwood Bonds prior to the Expiration Date.

b. Proposed Amendments

If the Requisite Consents are obtained, the Proposed Amendments (i) will delete
in their entirety substantially all of the restrictive covenants in the Ironwood
Indenture and (ii) direct the trustee, collateral agent and depositary bank to
execute an amended and restated Collateral Agency Agreement, which will no
longer include certain provisions relating to the operation and financing of the
Ironwood generating facility owned by PPL Ironwood, LLC.  

Holders of Ironwood Bonds left outstanding following the completion of the
Exchange Offer will no longer be entitled to the benefits of the covenants and
other provisions that are eliminated or modified pursuant to the Proposed
Amendments.

c. Requisite Consents

In order to be adopted, the Proposed Amendments applicable to the Ironwood Bonds
Indenture require the consent of the holders of not less than a majority in
aggregate principal amount of the outstanding Ironwood Bonds (the "Indenture
Requisite Consents") and the Proposed Amendments applicable to the Collateral
Agency Agreement are conditioned on, among other things, the consent of the
holders of at least a majority in principal amount of the outstanding
indebtedness of Ironwood (the "Collateral Agency Agreement Requisite Consents"
and together with the Indenture Requisite Consents, the "Requisite Consents").

d. Expiration Date

To deliver Consents pursuant to the Consent Solicitation, holders must validly
tender (and not validly withdraw) their Ironwood Bonds, and thereby deliver
Consents related to such Ironwood Bonds, at or prior to  11:59 p.m.,  New York
City  time, on the Expiration Date.

2. Terms of the Exchange Offer



a. Minimum Tender Amount

The Exchange Offer is conditioned on at least a majority in principal amount of
the outstanding Ironwood Bonds being validly tendered (and not validly
withdrawn) prior to the Expiration Date (the "Minimum Tender Amount"). The terms
of the Exchange Offer are described more fully in the Prospectus and the related
Letter of Transmittal and Consent.

b. Withdrawal Rights

Tenders may be withdrawn prior to  11:59 p.m.,  New York City  time, on the
Expiration Date. Holders may also withdraw tendered Ironwood Bonds if we have
not accepted them for purchase on or before 40 days after the commencement of
the Exchange Offer.   

Tenders of Ironwood Bonds pursuant to the Exchange Offer may be validly
withdrawn and the related Consent delivered pursuant to the Consent Solicitation
may be validly revoked at any time prior to the Expiration Date by following the
procedures described herein. A valid withdrawal of tendered Ironwood Bonds prior
to the Expiration Date shall be deemed a valid revocation of the related
Consent.  

If PPL Energy Supply amends or modifies the terms of the Exchange Offer or the
Consent Solicitation or the information concerning the Exchange Offer or the
Consent Solicitation, in a manner determined by us to constitute a material
change to holders of the Ironwood Bonds, we will disseminate additional Exchange
Offer and Consent Solicitation materials and extend the period of such Exchange
Offer and/or Consent Solicitation, including any withdrawal and revocation
rights, to the extent required by law and as we determine necessary. An
extension of the Expiration Date will not affect a holder's withdrawal and
revocation rights, as described above, unless otherwise provided herein or in
any additional Exchange Offer materials or as required by applicable law.  

c. Expiration Date

The Exchange Offer will expire at  11:59 p.m.,  New York City  time, on the
Expiration Date.  

3. Important Information Regarding the New Notes

a. Accrued and Unpaid Interest

If Ironwood Bonds are properly tendered by an eligible holder (and not validly
withdrawn) and accepted by us for exchange pursuant to the Exchange Offer, such
holder will be entitled to receive accrued and unpaid interest in cash on such
Ironwood Bonds up to, but not including, the Settlement Date. An amount equal to
the accrued interest on the New Notes at the time of their issuance on the
Settlement Date will be subtracted from the payment to be made on the Settlement
Date in respect of the accrued and unpaid interest on the Ironwood Bonds
accepted for exchange.  

4. Conditions to the Exchange Offer

The Exchange Offer is subject to (i) the Minimum Tender Amount of Ironwood Bonds
being validly tendered (and not validly withdrawn) prior to the Expiration Date,
(ii)  the New Notes issued in the Exchange Offer being fungible for U.S. federal
income tax purposes with the Existing 2021 Notes and (iii) the registration
statement of which the Prospectus forms a part being declared effective by the
SEC and no stop order suspending its effectiveness or any proceeding for that
purpose being outstanding (and neither condition (ii) nor (iii) may be waived by
us) and the other conditions described under "Conditions of the Exchange Offer"
in the Prospectus. In addition, we have the right to terminate or withdraw the
Exchange Offer at any time if any of the conditions described under "Conditions
of the Exchange Offer and the Consent Solicitation" in the Prospectus are not
satisfied or waived by the Expiration Date.

5. Additional Information

The Company has filed a registration statement on Form S-4 (as it may be amended
from time to time, the "Registration Statement") relating to the Exchange Offer
and the Consent Solicitation with the SEC on  January 11, 2013. The Registration
Statement has not yet become effective and the New Notes may not be issued, nor
may the Exchange Offer be completed, until such time as the Registration
Statement has been declared effective by the SEC and is not subject to a stop
order or any proceedings for that purpose.  

We urge holders to read the Prospectus relating to the Exchange Offer and the
Consent Solicitation prior to making a decision to tender any of their Ironwood
Bonds or otherwise make an investment decision with respect to the New Notes
because it contains important information regarding the Exchange Offer and the
Consent Solicitation.  

Copies of the preliminary prospectus relating to the Exchange Offer and the
Consent Solicitation, which is contained in the Registration Statement, and the
related Consent and Letter of Transmittal will be made available to holders of
Ironwood Bonds who complete a letter of eligibility confirming that they are
within the category of eligible holders for the exchange offer.  Copies of the
eligibility letter are available to holders of the Ironwood Bonds through the
information agent,  D.F. King  & Co, Inc., at (800) 488-8075 (toll free) or
(212) 269-5550 (collect) or visit their website for this purpose at 
http://www.dfking.com/ppl.  J.P. Morgan is acting as the dealer manager in
connection with the Exchange Offer. For additional information, you may contact
J.P. Morgan at (866) 834-4666 (U.S. toll free) or (212) 834-4811 (collect). The
Prospectus and the related Letter of Transmittal and Consent will also be
available free of charge at the SEC's website at  www.sec.gov.  

This press release is for informational purposes only and shall not constitute
an offer to sell or the solicitation of an offer to buy any security and shall
not constitute an offer, solicitation or sale in any jurisdiction in which such
offering, solicitation or sale would be unlawful.

About the Company

PPL Energy Supply, formed in 2000 and headquartered in  Allentown, Pennsylvania,
is an energy company engaged through its subsidiaries in the generation and
marketing of electricity, primarily in the northeastern and northwestern power
markets of  the United States. PPL Energy Supply's major operating subsidiaries
are PPL Generation and PPL EnergyPlus. PPL Energy Supply is an indirect wholly
owned subsidiary of PPL Corporation, a  Pennsylvania  corporation.

Forward-Looking Statements

Certain statements included in this press release, including statements
concerning expectations, beliefs, plans, objectives, goals, strategies, future
events or performance and underlying assumptions and other statements which are
other than statements of historical fact are "forward-looking statements" within
the meaning of the federal securities laws. Although we believe that the
expectations and assumptions reflected in these statements are reasonable, there
can be no assurance that these expectations will prove to be correct.
Forward-looking statements are subject to many risks and uncertainties, and
actual results may differ materially from the results discussed in
forward-looking statements. In addition to the specific factors discussed in the
"Risk Factors" section in the Offering Memorandum and in the Company's Annual
Report on Form 10-K for the fiscal year ended  December 31, 2011, the following
are among the important factors that could cause actual results to differ
materially from the forward-looking statements: fuel supply cost and
availability; weather conditions affecting generation, customer energy use and
operating costs; operation, availability and operating costs of existing
generation facilities; the length and cost of scheduled and unscheduled outages
at our generating facilities; transmission and distribution system conditions
and operating costs; potential expansion of alternative sources of electricity
generation; potential laws or regulations to reduce emissions of "greenhouse"
gases or the physical effects of climate change; collective labor bargaining
negotiations; the outcome of litigation against us; potential effects of
threatened or actual terrorism, war or other hostilities, cyber-based intrusions
or natural disasters; our commitments and liabilities and those of our
subsidiaries; market demand and prices for energy, capacity, transmission
services, emission allowances, renewable energy credits and delivered fuel;
competition in retail and wholesale power and natural gas markets; liquidity of
wholesale power markets; defaults by counterparties under energy, fuel or other
power product contracts; market prices of commodity inputs for ongoing capital
expenditures; capital market conditions, including the availability of capital
or credit, changes in interest rates and certain economic indices, and decisions
regarding capital structure; stock price performance of PPL Corporation, our
parent; volatility in the fair value of debt and equity securities and its
impact on the value of assets in PPL Susquehanna's nuclear plant decommissioning
trust funds and in defined benefit plans, and the potential cash funding
requirements if fair value declines; interest rates and their effect on pension,
retiree medical, and nuclear decommissioning liabilities, and interest payable
on certain debt securities; volatility in or the impact of other changes in
financial or commodity markets and economic conditions; profitability and
liquidity, including access to capital markets and credit facilities; new
accounting requirements or new interpretations or applications of existing
requirements; changes in securities and credit ratings; current and future
environmental conditions, regulations and other requirements and the related
costs of compliance, including environmental capital expenditures, emission
allowance costs and other expenses; legal, regulatory, political, market or
other reactions to the 2011 incident at the nuclear generating facility at
Fukushima,  Japan, including additional Nuclear Regulatory Commission
requirements; political, regulatory or economic conditions in states, regions or
countries where we and our subsidiaries conduct business; receipt of necessary
governmental permits, approvals and rate relief; new state, federal or foreign
legislation, including new tax, environmental, healthcare or pension-related
legislation; state, federal or foreign regulatory developments; the impact of
any state, federal or foreign investigations applicable to us and the energy
industry; the effect of any business or industry restructuring; development of
new projects, markets and technologies; performance of new ventures; and
business dispositions or acquisitions and our ability to successfully operate
such acquired businesses and realize expected benefits from business
acquisitions.  Any such forward-looking statements should be considered in light
of such important factors and in conjunction with other documents we file with
the Securities and Exchange Commission. New factors that could cause actual
results to differ materially from those described in forward-looking statements
emerge from time to time, and it is not possible for us to predict all such
factors, or the extent to which any such factor or combination of factors may
cause actual results to differ from those contained in any forward-looking
statement. Any forward-looking statement speaks only as of the date on which
such statement is made and, except as required by applicable law, we undertake
no obligation to update the information contained in such statement to reflect
subsequent developments or information.  







SOURCE  PPL Energy Supply


For news media: George C. Lewis, +1-610-774-5997; For financial analysts: Joseph
P. Bergstein, +1-610-774-5609, both of PPL Corporation
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