PPL ELECTRIC UTILITIES CORPORATION 10,000,000 Depositary Shares Each Representing ¼ Interest in a Share of Preference Stock, 6.25% Series (Non- cumulative, Liquidation Preference $25.00 per Depositary Share) Underwriting Agreement
Exhibit
1.1
PPL
ELECTRIC UTILITIES CORPORATION
10,000,000
Depositary Shares
Each
Representing ¼ Interest in a Share of Preference Stock, 6.25%
Series
(Non-cumulative,
Liquidation Preference $25.00 per Depositary Share)
$250,000,000
Underwriting
Agreement
April
3,
2006
Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
X.X.
Xxxxxx Securities Inc.
Wachovia
Capital Markets, LLC
As
Representatives of the Underwriters
c/o
Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
0
Xxxxx
Xxxxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Ladies and Gentlemen:
PPL
Electric Utilities Corporation, a Pennsylvania corporation (the “Company”)
proposes to issue and sell to the several parties named in Schedule I
hereto (the “Underwriters”),
for
whom you (the “Representatives”)
are
acting as representatives, 2,500,000 shares of the Company’s preference stock,
6.25% Series (the “Preference
Stock”)
that
are represented by 10,000,000 depositary shares (the “Depositary
Shares”,
and
together with the Preference Stock, the “Securities”)
deposited against delivery of depositary receipts (the “Depositary
Receipts”)
evidencing the Depositary Shares that are to be issued by the depositary (the
“Depositary”)
under
the Deposit Agreement, dated April 3, 2006 (the “Deposit
Agreement”),
among
the Company, the Depositary and the holders from time to time of the Depositary
Receipts issued thereunder. Each Depositary Share represents beneficial
ownership of one-quarter of a share of Preference Stock. The use of the neuter
in this Agreement shall include the feminine and masculine wherever appropriate.
The
Securities will be subject to the terms and provisions set forth in
Schedule II hereto. The terms of the Securities have been approved by the
Company, and such approval shall be conclusively evidenced by the Company’s
execution and delivery of this Agreement (the date and time of such execution
and delivery, the “Execution
Date”).
The
Company acknowledges that the Underwriters propose to make a public offering
of
the Securities in reliance on the representations, covenants and indemnities
set
forth herein as soon as the Representatives deem advisable after this Agreement
has been executed and delivered.
The
Company has filed with the Securities and Exchange Commission (the “Commission”)
an
automatic shelf registration statement on Form S-3 (No. 333-132574-03),
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 Execution Date, the Company 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 and the Representatives) 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 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 at the Execution Date 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 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 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 (the “Exchange
Act”)
which
is incorporated by reference in or otherwise deemed by 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.
1. Representations
and Warranties of the Company.
The
Company represents and warrants to each Underwriter as of the Execution Date,
the Applicable Time referred to in Section 1(b) hereof and as of the Closing
Date referred to in Section 3 hereof, and agrees with each Underwriter as
follows:
(a) (A)
At
the time of filing the Original Registration Statement, (B) 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), (C) at the time the Company or any person
acting on its 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 and
(D)
at the date hereof, the Company 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 on a Rule 405 “automatic shelf registration statement.” The Company
has not 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.
At
the
time of filing the Original Registration Statement, at the earliest time
thereafter that the Company or another offering participant made a bona
fide
offer
(within the meaning of Rule 164(h)(2) of the Securities Act Regulations) of
the
Securities and at the date hereof, the Company was not and is not an “ineligible
issuer,” as defined in Rule 405.
(b) The
Original Registration Statement became effective upon filing under Rule 462(e)
of the Securities Act Regulations on March 20, 2006, 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 has been issued
under the Securities Act and no proceedings for that purpose have been
instituted or are pending or, to the knowledge of the Company, 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 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, the Registration Statement complied and will comply in all material
respects with the requirements of the Securities Act and the Securities Act
Regulations, 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, 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)
(as defined below) issued at or prior to the Applicable Time (as defined below),
the Statutory Prospectus (as defined below) and the Issuer Free Writing
Prospectus, including the final term sheet prepared and filed pursuant to
Section 4(b) identified on Schedule IV hereto, all considered together
(collectively, the “General
Disclosure Package”),
nor
(y) any individual Issuer Limited Use Free Writing Prospectus (as defined
below), 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.
As
of the
time of the filing of the Final Term Sheet, the General Disclosure Package,
when
considered together with the Final Term Sheet (as defined in Section 4(b)),
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
4:30 p.m. (New York City time) on April 3, 2006 or such other time as agreed
by
the Company 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 Company, (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’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 III
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 and the
Representatives. For the avoidance of doubt, any free writing prospectus that
is
not consented to in writing by the Company 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 notified or notifies the Representatives
as
described in Section 4(e), 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 Prospectus made in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through the
Representatives expressly for use therein.
(c) The
Company has been duly incorporated, is validly existing as a corporation in
good
standing under the laws of the Commonwealth of Pennsylvania, and has the
corporate power and authority to own its property and to conduct its business
as
described in the General Disclosure Package and the Prospectus and to enter
and
perform its obligations under the Deposit Agreement and this
Agreement.
(d) The
consolidated financial statements of the Company and its subsidiaries, together
with the related notes and schedules, set forth and incorporated by reference
in
the Prospectus comply as to form in all material respects with the applicable
accounting requirements of the Securities Act and the Securities Act Regulations
and the Exchange Act and the Exchange Act Regulations; the audited financial
statements so set forth and incorporated by reference in the Prospectus 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.
(e) Each
of
this Agreement, the Deposit Agreement and the Statement with Respect to Shares,
dated as of the Closing Date, to be executed by the Company, has been, or,
on
the Closing Date will have been, duly and validly authorized, executed and
delivered by the Company and, assuming that it has been duly authorized,
executed and delivered by each other party thereto, constitutes a valid and
binding agreement of the Company, enforceable in accordance with its 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 mortgagees’ or other 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, Federal or state securities law
limitations on indemnification and contribution.
(f) The
Securities have been duly and validly authorized, and when issued and delivered
pursuant to this Agreement, the Preference Stock will be duly and validly issued
and fully paid and non-assessable; the Securities conform to the description
thereof contained in the Registration Statement.
(g) The
securities certificate with respect to the Securities has been duly registered
pursuant to Section 1903 of the Pennsylvania Public Utility Code (66
Pa.C.S. §1903), as amended, and, at the Execution Date, such registration
remains in effect. Other than such registration, no further 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 in connection with its execution
and
delivery of this Agreement or the Deposit Agreement or the performance by the
Company of its obligations hereunder or thereunder, except 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 Prospectus.
(h) The
authorized capital stock of the Company conforms as to legal matters to the
description thereof contained in the Prospectus.
(i) The
shares of the Company’s capital stock outstanding on the date hereof have been
duly authorized and are validly issued, fully paid and non-assessable, and
are
not subject to any preemptive or similar rights.
(j) Neither
the execution and delivery of this Agreement or the Deposit Agreement, the
issue
and sale of the Securities nor the consummation of any of the transactions
herein or therein contemplated, will violate any law or any regulation, order,
writ, injunction or decree of any court or governmental instrumentality
applicable to the Company, or result in a breach or violation of any of the
terms and provisions of, or constitute a default under, the Company’s amended
and restated articles of incorporation or by-laws, or any material agreement
or
instrument to which the Company is a party or by which it is bound except for
such breaches or defaults that would not in the aggregate have a material
adverse effect on the Company’s ability to per-form its obligations hereunder or
thereunder.
(k) Except
as
described in the Prospectus, there is no action, suit, proceeding, inquiry
or
investigation before or by any court, public board or body pending or, to the
knowledge of the Company, threatened against the Company which is likely to
affect the legality, validity or enforceability of, or the ability of the
Company to perform its obligations under, this Agreement, the Deposit Agreement
or the Securities.
(l) 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 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 considered as one enterprise.
(m) PricewaterhouseCoopers
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. Ernst
& Young LLP, who have performed certain agreed-upon procedures with respect
to certain financial statements of the Company and its consolidated
subsidiaries, are independent public accountants with respect to the Company
within the meaning of the Securities Act and the Securities Act
Regulations.
(n) 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.
2. Purchase
and Sale.
Subject
to the terms and conditions and in reliance upon the representations and
warranties herein set forth, the Company agrees to sell to each Underwriter,
and
each Underwriter agrees, severally and not jointly, to purchase from the
Company, at a purchase price of 100%, the number of Depositary Shares set forth
opposite such Underwriter’s name in Schedule I hereto. The Company agrees to pay
the Underwriters an underwriting fee of $5,000,000 on the Closing
Date.
3. Delivery
and Payment; and Other Agreements.
(a)
Delivery
of and payment for the Securities shall be made at 10:00 a.m., New York City
time, on April 6, 2006, or at such time on such later date (not later than
April
13, 2006) as the Representatives shall designate, which date and time may be
postponed by agreement between the Representatives and the Company or as
provided in Section 7 hereof (such date and time of delivery and payment for
the
Securities herein called the “Closing
Date”).
Delivery of the Securities shall be made to the Representatives for the
respective accounts of the several Underwriters against payment by the several
Underwriters through the Representatives of the purchase price thereof to or
upon the order of the Company by wire transfer payable in same-day funds to
the
account specified by the Company. Delivery of the Securities shall be made
through the facilities of The Depository Trust Company unless the
Representatives shall otherwise instruct.
(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 that would be required to be
filed with the Commission or that would otherwise constitute a “free writing
prospectus” as defined in Rule 405 of the Securities Act Regulations. Prior to
the preparation of the Final Term Sheet in accordance with Section 4(b), the
Company and the Representatives consent to the use of the information with
respect to the final terms of the Securities in communications by the
Underwriters conveying information relating to the offering to
investors.
4. Covenants
of the Company.
The
Company covenants with each Underwriter as follows:
(a) The
Company, subject to Section 4(b), will comply with the requirements of Rule
430B
and will 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 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 becomes the subject of a
proceeding under Section 8A of the Securities Act in connection with the
offering of the Securities. The Company 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 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 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 amendment to the Registration Statement
or on the cover page of a prospectus filed pursuant to Rule 424(b)).
(b) The
Company will 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 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 will give the
Representatives notice of its 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 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 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) The
Company will 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) The
Company agrees that before amending and supplementing the preliminary prospectus
or the Prospectus, it 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) 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 should be necessary to amend or supplement
the Prospectus to comply with applicable law, the Company 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. 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 will promptly notify the
Representatives and will promptly amend or supplement, at its own expense,
such
Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue
statement or omission.
(f) The
Company will arrange, if necessary, for the qualification of the Securities
for
sale by the Underwriters under the laws of such jurisdictions as the
Representatives may designate and will maintain such qualifications in effect
so
long as required for the sale of the Securities; provided, that in no event
shall the Company be obligated to qualify to do business in any jurisdiction
where it is not now so qualified, to take any action that would subject it
to
service of process in suits, other than those arising out of the offering or
sale of the Securities, in any jurisdiction where it is not now so subject,
or
to comply with any other requirements deemed by the Company to be unduly
burdensome. The Company will promptly advise the Representatives of the receipt
by the Company of any notification with respect to the suspension of the
qualification of the Securities for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose.
(g) During
the time period beginning from the Execution Date continuing to the date 60
days
after the Closing Date, the Company shall not, directly or indirectly, offer,
sell, contract to sell or otherwise dispose of any preferred securities of
the
Company or securities convertible into or exchangeable for any preferred
securities of the Company.
(h) The
Company shall use the net proceeds received by it from the sale of the
Securities pursuant to this Agreement in the manner specified in the Prospectus
under the caption “Use of Proceeds”.
(i) In
addition to any costs or expenses that the Company may otherwise agree to pay
in
connection with the issuance of the Securities, the Company agrees to pay the
costs and expenses relating to the following matters: (i) the preparation of
the
Deposit Agreement and Depositary Shares, the issuance of the Securities and
the
fees of the Depositary; (ii) the preparation, printing or reproduction of the
General Disclosure Package and the Prospectus and each amendment or supplement
thereto; (iii) the printing (or reproduction) and delivery (including postage,
air freight charges and charges for counting and packaging) of such copies
of
the General Disclosure Package, the Prospectus, any Permitted Free Writing
Prospectus (as defined below) and all amendments or supplements to any of them,
as may, in each case, be reasonably requested for use in connection with the
offering and sale of the Securities and any costs associated with electronic
delivery of any of the foregoing by the Underwriters to investors; (iv) the
preparation, printing, authentication, issuance and delivery of certificates
for
the Securities, including any stamp or transfer taxes in connection with the
original issuance and sale of the Securities; (v) the printing (or reproduction)
and delivery of this Agreement, any blue sky memorandum and all other agreements
or documents printed (or reproduced) and delivered in connection with the
offering of the Securities; (vi) any registration or qualification of the
Securities for offer and sale under the securities or blue sky laws of the
several states (including filing fees and the reasonable fees and expenses
of
counsel for the Underwriters relating to such registration and qualification);
(vii) the transportation and other expenses incurred by or on behalf of Company
representatives in connection with presentations to prospective purchasers
of
the Securities; (viii) the fees and expenses of the Company’s accountants and
the fees and expenses of counsel (including local and special counsel) for
the
Company; and (ix) all other costs and expenses incident to the performance
by
the Company of its obligations hereunder.
(j) The
Company will advise the Representatives, promptly upon its obtaining knowledge
of the institution of any proceedings by any governmental agency affecting
the
use of the General Disclosure Package or the Prospectus in connection with
the
sale and distribution of the Securities.
(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
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; provided,
however, that prior to the preparation of the Final Term Sheet in accordance
with Section 4(b), the Company and the Representatives consent to the use of
the
information with respect to the final terms of the Securities in communications
by the underwriters conveying information relating to the offering to investors.
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.
5. Conditions
to the Obligations of the Underwriters.
The
obligations of the Underwriters to purchase the Securities shall be subject
to
the accuracy of the representations and warranties on the part of the Company
contained herein at the Execution Date and the Closing Date, to the accuracy
of
the statements of the Company made in any certificates pursuant to the
provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions:
(a) The
Registration Statement has become effective and on the Closing Date no stop
order suspending the effectiveness of the Registration Statement 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
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).
(b) The
representations and warranties of the Company hereunder shall be true as of
the
Execution Date, as of the Applicable Time and as of the Closing Date in all
material respects and shall be confirmed by the certificate dated as of the
Closing Date as provided in Sections 5(f) below, it being understood that
references to the Prospectus shall be deemed to refer to the Prospectus, as
then
amended or supplemented.
(c) The
Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx
LLP, counsel to the Company, dated as of Closing Date and addressed to the
Representatives, substantially in the form of Exhibit A
hereto.
(d) The
Representatives shall have received an opinion of Xxxxxx X. Xxxxx, Senior
Counsel of PPL Services Corporation, dated as of Closing Date and addressed
to
the Representatives, substantially in the form of Exhibit B hereto.
(e) Xxxxxxxx
& Xxxxxxxx LLP, counsel for the Underwriters, shall have furnished to the
Representatives such opinion or opinions, dated the Closing Date, in form and
substance satisfactory to the Representatives.
(f) The
Company shall have furnished to the Representatives a certificate of the
Company, signed by (A) the President or any Senior Vice President, Vice
President or the Treasurer, and (B) the Assistant Treasurer or Controller
of the Company, dated the Closing Date, to the effect that the signers of such
certificate have carefully examined the Prospectus, any amendment or supplement
to the Prospectus and this Agreement and that:
(i) the
representations and warranties of the Company in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date, it being understood that references
to
the Prospectus shall be deemed to refer to the Prospectus as then amended or
supplemented;
(ii) the
Company has complied in all material respects with all agreements and covenants
and satisfied all conditions on its part to be performed or satisfied hereunder
at or prior to the Closing Date; and
(iii) since
the
date of the most recent financial statements included in the Prospectus, there
shall not have occurred any material adverse change in the financial position
or
results of operations of the Company, except as set forth in or contemplated
by
the Prospectus or in any amendment or supplement thereto.
(g) At
the
Execution Date and (with respect to Ernst & Young LLP) at the Closing Date,
the Company shall have requested and caused each of
PricewaterhouseCoopers LLP and Ernst & Young LLP to furnish to the
Representatives letters, dated respectively as of the date of execution of
this
Agreement and (with respect to Ernst & Young LLP) as of the Closing Date, in
form and substance satisfactory to the Representatives and each of
PricewaterhouseCoopers LLP and Ernst & Young LLP.
(h) Subsequent
to Execution Date or, if earlier, the dates as of which information is given
in
the Prospectus, as then amended or supplemented, there shall not have been
any
change in or affecting the business or properties of the Company, the effect
of
which is, in the judgment of the Representatives, so material and adverse as
to
make it impractical or inadvisable to market the Securities as contemplated
by
the Prospectus.
(i) Subsequent
to the Execution Date, there shall not have been any decrease in the rating
of
any of the Company’s debt securities by any “nationally recognized statistical
rating organization” (as defined for purposes of Rule 436(g) under the
Securities Act) and no such organization shall have publicly announced that
it
has under surveillance or review, with possible negative implications, its
rating of the Company’s securities.
(j) The
Deposit Agreement shall have been duly executed and delivered by each of the
parties thereto.
(k) Between
the date hereof and the Closing Date, no order, decree or injunction of any
court of competent jurisdiction, nor any order, ruling, regulation or
administrative proceeding by any governmental body or board shall have been
issued or commenced, nor shall any legislation have been enacted, with the
purpose or effect of prohibiting the issuance, offering or sale of the
Securities as contemplated hereby or by the Prospectus or the execution or
performance of this Agreement or the Deposit Agreement in accordance with their
respective terms.
(l) On
the
Closing Date, there shall be in effect ratings for the Preference Stock of
“BBB”
by Standard & Poor’s Ratings Service, a Division of The XxXxxx-Xxxx
Companies and “Baa3” by Xxxxx’x Investors Service, Inc.
If
any of
the conditions specified in this Section 5 shall not have been fulfilled in
all
material respects when and as provided in this Agreement, this Agreement and
all
obligations of the Underwriters hereunder may be cancelled at, or at any time
prior to, the Closing Date by the Representatives. Notice of such cancellation
shall be given to the Company and the Authority in writing or by telephone
or
facsimile confirmed in writing.
6. Indemnification
and Contribution.
(a)
The
Company agrees that it will indemnify and hold harmless each Underwriter and
each person, if any, who controls any Underwriter within the meaning of Section
15 of the Securities Act, against any and all 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 any preliminary prospectus, any Issuer Free
Writing Prospectus or the Prospectus or any amendment or supplement thereto,
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 Company agrees to reimburse each Underwriter and each person
who
controls any Underwriter as aforesaid for any reasonable legal or other expenses
as incurred by such Underwriter or such controlling person in connection with
investigating or defending any such loss, expense, claim, damage or liability;
provided,
however,
that
the Company shall not 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 any such Underwriter expressly for use
in
any such document.
(b) Each
Underwriter severally agrees that it will indemnify and hold harmless the
Company, its officers and directors, and each of them, and each person, if
any,
who controls the Company 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 any preliminary 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
was
made in any such documents in reliance upon, and in conformity with, written
information furnished to the Company by or through any Underwriter expressly
for
use in any such document; and, except as hereinafter in this Section provided,
each Underwriter agrees to reimburse the Company, its officers and directors,
and each of them, and each person, if any, who controls the Company 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 6, 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 indemnifying
party otherwise than under its agreement contained in this Section 6. 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.
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
Securities.
(d) If
any
Underwriter or person entitled to indemnification by the terms of subsection
(a)
of this Section 6 shall have given notice to the Company of a claim in respect
thereof pursuant to Section 6(c) hereunder, 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 6 or if such claim is
unavailable under controlling precedent, such Underwriter or person shall be
entitled to contribution from the Company 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 Company 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 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 6 (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 6 and the
representations and warranties of the Company 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, the Company or its directors or
officers, (ii) acceptance of any Securities and payment therefor under this
Agreement, and (iii) any termination of this Agreement.
7. Default
by an Underwriter.
If any
Underwriter or Underwriters default in their obligations to purchase the
Securities hereunder, the non-defaulting Underwriters may make arrangements
satisfactory to the Company 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 Company
may
by prompt written notice to the non-defaulting Underwriters postpone the Closing
Date for a period of not more than seven (7) full Business Days in order to
effect whatever changes may thereby be made necessary in the Prospectus or
in
any other documents, and the Company will promptly distribute any amendments
or
supplements to the Prospectus that may thereby be made necessary. As used in
this Agreement, the term “Underwriter” includes any person substituted for an
Underwriter under this Section 7. Nothing herein will relieve an Underwriter
from liability for its default.
8. Termination.
The
Underwriters may terminate this Agreement by notice given by the Representatives
to the Company, if after the execution and delivery of this Agreement and prior
to the Closing Date:
(i) trading
generally shall have been suspended or materially limited on or by, as the
case
may be, any of the New York Stock Exchange or the National Association of
Securities Dealers, Inc.;
(ii) trading
of any securities of the Company shall have been suspended on any exchange
or in
any over-the-counter market;
(iii) a
material disruption in securities settlement, payment or clearance services
in
the United States shall have occurred;
(iv) any
moratorium on commercial banking activities shall have been declared by Federal
or New York State authorities; or
(v) there
shall have occurred any outbreak or escalation of hostilities or any change
in
financial markets or any calamity or crisis that, in the Representatives’
judgment, is material and adverse and which, singly or together with any other
event specified in this clause makes it, in the Representatives’ reasonable
judgment impracticable and inadvisable to proceed with the offer, sale or
delivery of the Securities on the terms and in the manner contemplated in the
Prospectus (exclusive of any amendment or supplement thereto).
9. Representations
and Indemnities to Survive.
The
respective agreements, representations, warranties, indemnities and other
statements of the Company or its officers and of the Underwriters set forth
in
or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of the Underwriters or
the
Company or any of the officers, directors or controlling persons referred to
in
Section 6 hereof, and will survive delivery of and payment for the Securities.
The provisions of Section 6 hereof shall survive the termination or cancellation
of this Agreement.
10. Notices.
All
communications hereunder will be in writing and effective only on receipt,
and,
if sent to the Representatives, will be mailed, delivered or telefaxed to
Transaction Management Group, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated (fax no.: (000) 000-0000) and confirmed to Transaction Management
Group, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 4 World
Financial Xxxxxx, 00xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000; or if sent to the Company, will be mailed, delivered
or telefaxed to Xxxxx X. Xxxx (fax no.: (000) 000-0000) and confirmed to it
at
Xxx Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxx 00000-0000, Attention:
Treasurer.
11. No
Advisory or Fiduciary Relationship.
The
Company 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, 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 its 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 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 on other matters) and no
Underwriter has any obligation to the Company 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, and (e) the Underwriters have not provided any legal,
accounting, regulatory or tax advice with respect to the offering contemplated
hereby and the Company has consulted its own legal, accounting, regulatory
and
tax advisors to the extent it deemed appropriate.
12. Integration.
This
Agreement supersedes all prior agreements and understandings (whether written
or
oral) between the Company and the Underwriters, or any of them, with respect
to
the subject matter hereof.
13. Successors.
This
Agreement will inure to the benefit of and be binding upon the parties hereto
and their respective successors and the officers and directors and controlling
persons referred to in Section 6 hereof, and no other person will have any
right
or obligation hereunder.
14. Applicable
Law.
This
Agreement will be governed by and construed in accordance with the laws of
the
State of New York applicable to contracts made and to be performed within the
State of New York.
15. Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
constitute an original and all of which together shall constitute one and the
same instrument.
16. Headings.
The
section headings used herein are for convenience only and shall not affect
the
construction hereof.
If
the
foregoing is in accordance with your understanding of our agreement, please
sign
and return to us the enclosed duplicate hereof, whereupon this Agreement and
your acceptance shall represent a binding agreement between the Company and
the
several Underwriters.
Very
truly yours,
PPL
ELECTRIC UTILITIES
CORPORATION
By____________________________
Name:
Title:
The
foregoing Agreement is hereby
confirmed
and accepted as of the
date
first above written.
Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
X.X.
Xxxxxx Securities Inc.
Wachovia
Capital Markets, LLC
XXXXXXX
LYNCH, PIERCE, XXXXXX &
XXXXX
INCORPORATED
By____________________________
Name:
Title:
For
itself and the other several
Underwriters
named in Schedule I to
the
foregoing Agreement.
SCHEDULE
I
|
Underwriters
|
Principal
Amount of
Securities
to
be
Purchased
|
|
|
Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
|
$
57,500,000
|
|
|
X.X.
Xxxxxx Securities Inc.
|
57,500,000
|
|
|
Wachovia
Capital Markets, LLC
|
57,500,000
|
|
|
Citigroup
Global Markets, Inc.
|
12,500,000
|
|
|
Credit
Suisse Securities (USA) LLC
|
12,500,000
|
|
|
Xxxxxxx
Xxxxx & Co.
|
12,500,000
|
|
|
Xxxxxx
Brothers Inc.
|
12,500,000
|
|
|
Xxxxxx
Xxxxxxx & Co. Incorporated
|
12,500,000
|
|
|
ABN
AMRO Rothschild LLC
|
7,500,000
|
|
|
Xxxxxx
Xxxxxxxxxx Xxxxx LLC
|
7,500,000
|
|
|
Total
|
$250,000,000
|
|
SCHEDULE
II
Issuer:
PPL
Electric Utilities Corporation (the “Company”)
Title
of Securities:
Depositary Shares, each representing ¼ interest in a share of Preference Stock,
6.25% Series of PPL Electric Utilities Corporation
Depositary:
Xxxxx
Fargo Bank, N.A.
Transfer
Agent and Registrar:
Xxxxx
Fargo Bank, N.A.
Number
of Depositary Shares: 10,000,000
Number
of Shares of Preference Stock: 2,500,000
Initial
Offering Price to the Public:
$25 per
Depositary Share; $250,000,000 in the aggregate
Purchase
Price by the Underwriters: $
25.00
per Depositary Share
Form
of Preference Stock and Depositary Shares: The
Preference Shares will not be certificated. The Depositary Shares will be issued
in uncertificated shares evidenced by a depositary receipt in individual,
uncertificated form represented by direct registration entries on a direct
registration system of the Depositary.
Specified
Funds for Payment of Purchase Price: Federal
(same-day) funds
Trade
Date:
April 3,
2006
Time
of Delivery:
10:00
a.m. (New York City time), April 6, 2006
Closing
Location:
Xxxxxxx
Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000
Term:
Perpetual
Listing:
We
will
not apply to list the Depositary Shares on any securities exchange or to include
the Depositary Shares in any automated quotation system.
Redemption:
The
Preference Stock is not redeemable prior to April 6, 2011. On and after that
date, the Preference Stock will be redeemable at the Company’s option, in whole
at any time or in part from time to time, at a redemption price equal to $100
per share (equivalent to $25 per Depositary Share), plus declared and unpaid
dividends.
Liquidation
Distribution:
$100 per
Share of Preference Stock, 6.25% Series (equivalent to $25 per Depositary Share)
plus any declared and unpaid dividends, without accumulation of any undeclared
dividends.
Dividend
Payment Dates and Rate:
When, as
and if declared, commencing on July 1, 2006, dividends will be payable in
arrears on January 1, April 1, July 1 and October 1 of each year. Dividends
on
the Preference Shares are not cumulative.
Dividend
Rate:
6.25%
Expected
Ratings:
BBB
(Standard & Poor’s), Baa3 (Moody’s), BBB (Fitch)
Book
Runners:
Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc.,
Wachovia Capital Markets, LLC
Co-Managers:
Citigroup
Global Markets, Inc., Credit Suisse Securities (USA) LLC, Xxxxxxx Xxxxx &
Co., Xxxxxx Brothers Inc., Xxxxxx Xxxxxxx & Co. Incorporated, ABN AMRO
Rothschild LLC, Xxxxxx Xxxxxxxxxx Xxxxx LLC
CUSIP:
69351U
86 3 (Depositary Shares), 69351U 85 5 (Preference Stock)
SCHEDULE
III
Issuer
General Use Free Writing Prospectuses
Pricing
Term Sheet
|
Issuer:
|
|
PPL
Electric Utilities Corporation
|
|
Securities
Offered:
|
|
Depositary
Shares
(1/4
Share Preference Stock)
|
|
Offering
Size:
|
|
$
250,000,000
|
|
Ratings
(Xxxxx’x / S&P / Fitch):
|
|
Baa3
/ BBB / BBB
|
|
Pricing
Date:
|
|
April
3, 2006
|
|
Settlement
Date (T+3):
|
|
April
6, 2006
|
|
Maturity
Date:
|
|
Perpetual
|
|
Coupon
Payment Dates:
|
|
January
1, April 1, July 1 and October 1
|
|
First
Coupon Payment Date:
|
|
July
1, 2006
|
|
Call
Feature:
|
|
Callable
at par beginning at April 6, 2011
|
|
Dividend
Yield:
|
|
6.250%
|
|
Public
Offering Price:
|
|
$
25.00
|
|
Cusip
(Depositary Shares):
|
|
69351U
86 3
|
|
Cusip
(Preference Shares):
|
|
69351U
85 5
|
|
Lead
Managers / Book Runners:
|
|
Xxxxxxx
Xxxxx & Co. (23%)
|
|
|
X.X.
Xxxxxx Securities Inc. (23%)
|
|
|
|
Wachovia
Capital Markets, LLC (23%)
|
|
|
Co-Managers:
|
|
Citigroup
Global Markets Inc. (5%)
|
|
|
Credit
Suisse First Boston LLC (5%)
|
|
|
|
Xxxxxxx,
Xxxxx & Co (5%)
|
|
|
|
Xxxxxx
Brothers, Inc. (5%)
|
|
|
|
Xxxxxx
Xxxxxxx & Co. Incorporated (5%)
|
|
|
|
Xxxxxx
Xxxxxxxxxx Xxxxx LLC (3%)
|
|
|
|
LaSalle
Financial Services, Inc. (3%)
|
|
The
issuer has filed a registration statement (including a prospectus) with the
SEC
for the offering to which this communication relates. Before you invest, you
should read the prospectus in that registration statement and other documents
the issuer has filed with the SEC for more complete information about the issuer
and this offering. You may get these documents for free by visiting XXXXX on
the
SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or
any
dealer participating in the offering will arrange to send you the prospectus
if
you request it by calling Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
at toll-free 0-000-000-0000.
-
EXHIBIT
A
SCHEDULE
IV
|
SUMMARY
OF TERMS
|
|
|
Joint
Book-running Managers:
|
Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities
Inc., Wachovia Capital Markets, LLC
|
|
Co-Managers:
|
Citigroup
Global Markets, Inc., Credit Suisse Securities (USA) LLC, Xxxxxxx
Xxxxx
& Co., Xxxxxx Brothers Inc., Xxxxxx Xxxxxxx & Co. Incorporated,
ABN AMRO Rothschild LLC, Xxxxxx Xxxxxxxxxx Xxxxx LLC
|
|
Issuer:
|
PPL
Electric Utilities Corporation
|
|
Size:
|
$250,000,000
|
|
Securities
Offered:
|
Depositary
Shares, each representing ¼ interest in a share of Preference Stock, 6.25%
Series
|
|
Ratings
of Preference Shares:
|
Baa3
(Moody’s), BBB (Standard & Poor’s), BBB (Fitch)
|
|
Offering
Date:
|
April
3, 2006
|
|
Settlement
Date:
|
April
6, 2006
|
|
Maturity:
|
Perpetual
|
|
Public
Offering Price:
|
$25
per Depositary Share
|
|
Dividend
Rates:
|
6.25%
|
|
First
Pay/Pay Date:
|
When,
as and if declared, commencing on July 1, 2006, dividends will be
payable
in arrears on January 1, April 1, July 1 and October 1 of each year.
Dividends on the Preference Shares are not cumulative.
|
|
Optional
Redemption:
|
The
Preference Stock is not redeemable prior to April 6, 2011. On and
after
that date, the Preference Stock will be redeemable at the Company’s
option, in whole at any time or in part from time to time, at a redemption
price equal to $100 per share (equivalent to $25 per Depositary Share),
plus declared and unpaid dividends.
|
|
Use
of Proceeds:
|
Repurchase
from PPL Corporation up to $200,000,000 of PPL Electric Utilities
Corporation’s common stock and other general corporate
purposes.
|
|
Form:
|
The
Preference Shares will not be certificated. The Depositary Shares
will be
issued in uncertificated shares evidenced by a depositary receipt
in
individual, uncertificated form represented by direct registration
entries
on a direct registration system of the Depositary.
|
|
CUSIP:
|
69351U
86 3 (Depositary Shares)
|
The
issuer has filed a registration statement (including a prospectus) with the
SEC
for the offering to which this communication relates. Before you invest, you
should read the prospectus in that registration statement and other documents
the issuer has filed with the SEC for more complete information about the issuer
and this offering. You may get these documents for free by visiting XXXXX on
the
SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or
any
dealer participating in the offering will arrange to send you the prospectus
if
you request it by calling Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
at toll-free 0-000-000-0000.
