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): May 19, 2011
DUKE ENERGY CAROLINAS, LLC
(Exact Name of Registrant as Specified in its Charter)
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North Carolina |
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1-4928 |
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56-0205520 |
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(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
526 South Church Street, Charlotte, North Carolina 28202-1803
(Address of Principal Executive Offices, including Zip Code)
(704) 594-6200
(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 May 19, 2011, Duke Energy Carolinas, LLC (the “Company”) consummated the issuance and sale of the securities described below pursuant to an underwriting agreement, dated as of May 16, 2011 (the “Underwriting Agreement”), with Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS Securities Inc. 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 First and Refunding Mortgage Bonds, 3.90% Series due 2021 (the “Mortgage Bonds”). The Mortgage Bonds were sold to the Underwriters at a discount to their principal amount. The Mortgage Bonds were issued under the First and Refunding Mortgage, dated as of December 1, 1927, as amended from time to time, including by the Ninety-third Supplemental Indenture (the “Supplemental Indenture”), dated as of May 19, 2011, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the Mortgage Bonds. The disclosure in this Item 8.01 is qualified in its entirety by the provisions of the Indenture, the Supplemental Indenture, 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 Mortgage Bonds, the Company is filing a legal opinion regarding the validity of the Mortgage Bonds as Exhibit 5.1 to this Form 8-K for the purpose of incorporating the opinion into the Company’s Registration Statement No. 333-169633-03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
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Description |
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Exhibit 4.1 |
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Ninety-third Supplemental Indenture dated as of May 19, 2011 between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee |
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Exhibit 5.1 |
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Opinion regarding validity of the Mortgage Bonds |
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Exhibit 23.1 |
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Consent (included as part of Exhibit 5.1) |
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Exhibit 99.1 |
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Underwriting Agreement, dated as of May 16, 2011, between the Company and Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS Securities Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein |
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.
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DUKE ENERGY CAROLINAS, LLC | ||
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Date: May 19, 2011 |
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By: |
/s/ Robert T. Lucas III, Esq. | |
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Name: |
Robert T. Lucas III, Esq. |
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Title: |
Deputy General Counsel and |
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Assistant Secretary |
EXHIBIT INDEX
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Exhibit |
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Description |
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Exhibit 4.1 |
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Ninety-third Supplemental Indenture dated as of May 19, 2011 between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee |
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Exhibit 5.1 |
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Opinion regarding validity of the Mortgage Bonds |
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Exhibit 23.1 |
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Consent (included as part of Exhibit 5.1) |
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Exhibit 99.1 |
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Underwriting Agreement, dated as of May 16, 2011, between the Company and Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS Securities Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein |