Current Report Filing (8-k)

 

 

 

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): December 5, 2022

 

 

Duke Energy Corporation 

(Exact Name of Registrant as Specified in its Charter)

 

Delaware		001-32853		20-2777218
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

526 South Church Street, Charlotte, North Carolina 28202

(Address of Principal Executive Offices, including Zip Code)

 

[phone] 

(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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

¨

Emerging growth company

 

o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Securities registered pursuant to Section 12(b) of the Act:

 

Registrant		Title of each class:		Trading Symbol(s):		Name of each exchange on which registered:
Duke Energy Corporation		Common Stock, $0.001 par value		DUK		New York Stock Exchange LLC
Duke Energy Corporation		5.625% Junior Subordinated Debentures due September 15, 2078		DUKB		New York Stock Exchange LLC
Duke Energy Corporation		Depositary Shares, each representing a 1/1,000th interest in a share of 5.75% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share		DUK PR A		New York Stock Exchange LLC
Duke Energy Corporation		3.10% Senior Notes due 2028		DUK 28A		New York Stock Exchange LLC
Duke Energy Corporation		3.85% Senior Notes due 2034		DUK34		New York Stock Exchange LLC

 

 

 

 

 

Item 8.01. Other Events.

 

On December 8, 2022, Duke Energy Corporation (the “Company”) consummated the issuance and sale of the securities described below pursuant to an underwriting agreement, dated December 5, 2022 (the “Underwriting Agreement”), with BofA Securities, Inc., Credit Suisse Securities (USA) LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC and Truist Securities, Inc., as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $500,000,000 aggregate principal amount of the Company’s 5.000% Senior Notes due 2025 and $500,000,000 aggregate principal amount of the Company’s 5.000% Senior Notes due 2027 (collectively, 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 Twenty-ninth Supplemental Indenture, dated as of December 8, 2022 (the “Supplemental Indenture”), 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 Supplemental Indenture, together with the forms of global notes evidencing the Securities included therein, which is filed as Exhibit 4.1 hereto, 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 such opinion into the Company’s Registration Statement on Form S-3, No. 333-267583.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits.

 

4.1	Twenty-ninth Supplemental Indenture, dated as of December 8, 2022, 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 forms of global notes included therein
5.1	Opinion of Robert T. Lucas III regarding validity of the Securities
23.1	Consent of Robert T. Lucas III (included as part of Exhibit 5.1)
99.1	Underwriting Agreement, dated December 5, 2022, among the Company and BofA Securities, Inc., Credit Suisse Securities (USA) LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC and Truist Securities, Inc., as representatives of the several underwriters named therein
104	Cover Page Interactive Data file (the Cover Page Interactive Data file is embedded within the Inline XBRL document)

 

 

 

 

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:  December 8, 2022
	By:	/s/ Robert T. Lucas III
		Name:	Robert T. Lucas III
		Title:	Assistant Corporate Secretary