PPL Capital launches uncapped, capped tender offers for nine series

Chicago, June 14 – PPL Capital Funding Inc. started an any-and-all tender offer for four series of notes and a capped tender offer for up to $1 billion from five series of notes on Monday, according to a press release and information from a market source.

The company is offering to buy any and all of the following series of notes:

• $400 million outstanding 4.2% senior notes due 2022 (Cusip: 69352PAD5) with pricing to be determined using the 1.75% U.S. Treasury due June 15, 2022 plus 45 basis points;

• $400 million outstanding 3.5% senior notes due 2022 (Cusip: 69352PAE3) with pricing to be determined using the 0.125% U.S. Treasury due Nov. 30, 2022 plus 30 bps;

• $600 million outstanding 3.4% senior notes due 2023 (Cusip: 69352PAF0) with pricing to be determined using the 0.125% U.S. Treasury due May 31, 2023 plus 25 bps; and

• $350 million outstanding 3.95% senior notes due 2024 (Cusip: 69352PAK9) with pricing to be determined using the 0.25% U.S. Treasury due March 15, 2024 plus 20 bps.

The company is also conducting a capped tender offer for up to $1 billion of the following series of notes, listed by acceptance priority level:

• $300 million outstanding 4.7% senior notes due 2043 with pricing to be determined using the 2.25% U.S. Treasury due May 15, 2041 plus 95 bps;

• $400 million outstanding 5% senior notes due 2044 with pricing to be determined using the 2.25% U.S. Treasury due May 15, 2041 plus 95 bps;

• $500 million outstanding 4% senior notes due 2047 with pricing to be determined using the 1.875% U.S. Treasury due Feb. 15, 2051 plus 85 bps;

• $1 billion outstanding 4.125% senior notes due 2030 with pricing to be determined using the 1.625% U.S. Treasury due May 15, 2031 plus 50 bps; and

• $650 million outstanding 3.1% senior notes due 2026 with pricing to be determined using the 0.75% U.S. Treasury due May 31, 2026 plus 35 bps.

For the capped tender offer, for all five series, pricing will be determined using the par call date instead of the maturity in accordance with standard market practice.

Additionally, investors will receive a $30 per note early tender payment for all of the offers if they tender by the early deadline of 5 p.m. ET on June 25. Investors will also receive interest to the relevant settlement date.

The early tender time is also the withdrawal deadline.

Pricing will be determined at 10 a.m. ET on June 28.

Early settlement is expected for June 29.

The offer expires at 11:59 p.m. ET on July 12.

Final settlement is planned for July 14.

Any notes not tendered in the any and all offer, any of the notes in those series, will be redeemed on July 15.

Tenders in the any-and-all offer may be prorated.

J.P. Morgan Securities LLC (212 834-3424, 866 834-4666), Barclays (800 438-3242, 212 528-7581) and Morgan Stanley & Co. LLC (800 624-1808, 212 761-1057) are the lead dealer managers for the tender offers.

BMO Capital Markets Corp., RBC Capital Markets, LLC and Scotia Capital (USA) Inc. are the co-dealer managers.

The information agent and tender agent is D.F. King & Co., Inc. (212 269-5550, 877 283-0323, ppl@dfking.com).

The energy and utility holding company is based in Allentown, Pa. The issuer is a wholly owned subsidiary of PPL Corp.

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