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

Mon Feb 11, 2013 7:00am EST

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ALLENTOWN, Pa.,  Feb. 11, 2013  /PRNewswire/ -- PPL Energy Supply, LLC (the
"Company" or "PPL Energy Supply") announced the expiration and final results of
its offer ("Exchange 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").  The
Exchange Offer expired at  11:59 p.m.,  New York City  time, on  February 8,
2013  (the "Expiration Date").   

1.         Results of Exchange Offer

As of the Expiration Date, a total of  $167,281,121  aggregate remaining
principal amount of outstanding Ironwood Bonds, representing approximately
76.39% of the outstanding Ironwood Bonds, were validly tendered (and not validly
withdrawn) in the Exchange Offer.  The Company accepted for exchange all of the
Ironwood Bonds validly tendered (and not validly withdrawn) in the Exchange
Offer.  On the settlement date for the Exchange Offer, which the Company expects
to be  February 12, 2013  (such date, the "Settlement Date"), the Company
expects to issue  $212,415,000  aggregate principal amount of New Notes in
exchange for the Ironwood Bonds validly tendered and accepted in 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.

Upon settlement of the Exchange Offer, the holders whose Ironwood Bonds are
exchanged pursuant to the Exchange Offer will receive, subject to terms and
conditions of the Exchange Offer, the exchange consideration (the "Exchange
Consideration") of  $1,270  in the form of New Notes for each  $1,000  principal
amount that remains payable on the Ironwood Bonds outstanding at the Expiration
Date accepted for exchange.

The aggregate principal amount of New Notes 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for all Ironwood Bonds properly tendered (and not validly withdrawn) and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 

All holders whose Ironwood Bonds have been accepted for exchange will receive a
cash payment of approximately  $8.46  per  $1,000  principal amount of Ironwood
Bonds that have been accepted for exchange, which is an amount equal to the
accrued and unpaid interest from  November 30, 2012, the last applicable
interest payment date for the Ironwood Bonds, to, but not including, the
Settlement Date, less an amount equal to the accrued interest on the New Notes
at the time of their issuance on the Settlement Date.  In order for the New
Notes issued in the Exchange Offer to be fungible with the Existing 2021 Notes,
the New Notes will be issued with accrued interest from  December 15, 2012, the
date of the most recent interest payment on the Existing 2021 Notes.

2.         Results of the Consent Solicitation

In connection with the Exchange Offer, the Company received the requisite
consents from holders of the Ironwood Bonds to effectuate, and the Company will
promptly take such actions as are necessary to effectuate, certain amendments to
the Ironwood Bonds, the indenture that governs the Ironwood Bonds, and the
Collateral Agency and Intercreditor Agreement among the Company, the trustee,
collateral agent and depositary bank thereto. As set forth in the Prospectus,
these amendments, among other things, (i) 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, and modify or eliminate certain other provisions.   

3.         Other Information

J.P. Morgan Securities LLC acted as the dealer manager in connection with the
Exchange Offer as described in the prospectus (the "Prospectus") filed with the
SEC on  February 6, 2013.   

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 (NYSE: PPL), 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, LLC

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

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