Current Report Filing (8-k)
December 08 2022 - 12:11PM
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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)
(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)) |
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).
| 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.
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 |
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