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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): June 7, 2021

 

 

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.)

 

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:

 

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

 

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

 

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

 

¨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

 

oIf 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   5.125% Junior Subordinated Debentures due January 15, 2073   DUKH   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

 

 

 

 

 

 

Item 8.01. Other Events.

 

On June 10, 2021, Duke Energy Corporation (the “Company”) consummated the issuance and sale of the securities described below pursuant to an underwriting agreement, dated June 7, 2021 (the “Underwriting Agreement”), with Barclays Capital Inc., BofA Securities, Inc., PNC Capital Markets LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, 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 Floating Rate Senior Notes due 2023 (the “Floating Rate Notes”), $1,000,000,000 aggregate principal amount of the Company’s 2.55% Senior Notes due 2031, $750,000,000 aggregate principal amount of the Company’s 3.30% Senior Notes due 2041 and $750,000,000 aggregate principal amount of the Company’s 3.50% Senior Notes due 2051 (collectively, the “Fixed Rate Notes,” and together with the Floating Rate Notes, the “Securities”).  The Floating Rate Notes were sold to the Underwriters at par. The Fixed Rate Notes 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-fifth Supplemental Indenture, dated as of June 10, 2021 (the “Supplemental Indenture”), among the Company, the Trustee and The Bank of New York Mellon Trust Company, N.A., as calculation agent.  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 the opinion into the Company’s Registration Statement on Form S-3 No. 333-233896.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

4.1 Twenty-fifth Supplemental Indenture, dated as of June 10, 2021, 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, and forms of global notes included therein 
   
5.1 Opinion regarding validity of the Securities 
   
23.1 Consent (included as part of Exhibit 5.1) 
   
99.1 Underwriting Agreement, dated June 7, 2021, among the Company and Barclays Capital Inc., BofA Securities, Inc., PNC Capital Markets LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, 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: June 10, 2021  
  By: /s/ Robert T. Lucas III    
    Name:   Robert T. Lucas III
    Title:     Assistant Corporate Secretary