UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported): November 16, 2015

 

 

Duke Energy Corporation

(Exact Name of Registrant as Specified in its Charter)

 

 

550 South Tryon Street, Charlotte, North Carolina 28202

(Address of Principal Executive Offices, including Zip Code)

 

(704) 382-3853

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01.  Other Events.

 

On November 19, 2015, Duke Energy Corporation (the “Company”) consummated the issuance and sale of the securities described below pursuant to an underwriting agreement, dated November 16, 2015 (the “Underwriting Agreement”), with J.P. Morgan Securities LLC, Mitsubishi UFJ Securities (USA), Inc., Morgan Stanley & Co. LLC and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $400,000,000 aggregate principal amount of the Company’s 3.75% Senior Notes due 2024 (the “2024 Notes”) and $600,000,000 aggregate principal amount of the Company’s 4.80% Senior Notes due 2045 (the “2045 Notes” and together with the 2024 Notes, the “Securities”).  The Securities were sold to the Underwriters at discounts to their principal amounts.  The Securities were  issued pursuant to an Indenture, dated as of June 3, 2008 (the “Indenture”), by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended and supplemented by various supplemental indentures thereto, including the Eleventh Supplemental Indenture, dated as of April 4, 2014, relating to the 2024 Notes (the “Eleventh Supplemental Indenture”) and the Twelfth Supplemental Indenture, dated as of November 19, 2015, relating to the 2045 Notes (the “Twelfth Supplemental Indenture”), each between the Company and the Trustee.  The disclosure in this Item 8.01 is qualified in its entirety by the provisions of the Indenture, the Eleventh Supplemental Indenture, the Twelfth Supplemental Indenture, together with the forms of global notes evidencing the Securities are included therein, is filed as Exhibit 4.1 and Exhibit 4.2 hereto respectively, and the Underwriting Agreement, which is filed as Exhibit 99.1 hereto.  Such exhibits are incorporated herein by reference.  Also, in connection with the issuance and sale of the Securities, the Company is filing a legal opinion regarding the validity of the Securities as Exhibit 5.1 to this Form 8-K for the purpose of incorporating the opinion into the Company’s Registration Statement No. 333-191462.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit		Description
Exhibit 4.1		Eleventh Supplemental Indenture, dated as of April 4, 2014, to the indenture, dated as of June 3, 2008, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee and Calculation Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 4, 2014, File No. 1-32853)
Exhibit 4.2		Twelfth Supplemental Indenture, dated as of November 19, 2015, to the indenture, dated as of June 3, 2008, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee
Exhibit 5.1		Opinion regarding validity of the Securities
Exhibit 23.1		Consent (included as part of Exhibit 5.1)
Exhibit 99.1		Underwriting Agreement, dated November 16, 2015, among the Company and J.P. Morgan Securities LLC, Mitsubishi UFJ Securities (USA), Inc., Morgan Stanley & Co. LLC and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein

 

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SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

	DUKE ENERGY CORPORATION
Date:  November 19, 2015
	By:	/s/ Robert T. Lucas III
		Name:	Robert T. Lucas III
		Title:	Assistant Secretary

 

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EXHIBIT INDEX

 

Exhibit		Description
Exhibit 4.1		Eleventh Supplemental Indenture, dated as of April 4, 2014, to the indenture, dated as of June 3, 2008, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee and Calculation Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 4, 2014, File No. 1-32853)
Exhibit 4.2		Twelfth Supplemental Indenture, dated as of November 19, 2015, to the indenture, dated as of June 3, 2008, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee
Exhibit 5.1		Opinion regarding validity of the Securities
Exhibit 23.1		Consent (included as part of Exhibit 5.1)
Exhibit 99.1		Underwriting Agreement, dated November 16, 2015, among the Company and J.P. Morgan Securities LLC, Mitsubishi UFJ Securities (USA), Inc., Morgan Stanley & Co. LLC and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein

 

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