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PPL Energy Supply, LLC Announces Expiration And Results Of Exchange Offer For 8.857% Senior Secured Bonds Due 2025 Of PPL Ironwood, LLC And Related Consent Solicitation

ALLENTOWN, Pa., Feb. 11, 2013 /PRNewswire/ -- PPL Energy Supply, LLC (the "Company" or "PPL Energy Supply") announced the expiration and final results of its offer ("Exchange Offer") to exchange up to all but not less than a majority of 8.857% Senior Secured Bonds due 2025 of its wholly owned subsidiary PPL Ironwood, LLC (CUSIP No. 00103XAC7) (the "Ironwood Bonds") for newly issued Senior Notes, Series 4.60% due 2021 of the Company (the "New Notes").  The Exchange Offer expired at 11:59 p.m., New York City time, on February 8, 2013 (the "Expiration Date"). 

1.         Results of Exchange Offer

As of the Expiration Date, a total of $167,281,121 aggregate remaining principal amount of outstanding Ironwood Bonds, representing approximately 76.39% of the outstanding Ironwood Bonds, were validly tendered (and not validly withdrawn) in the Exchange Offer.  The Company accepted for exchange all of the Ironwood Bonds validly tendered (and not validly withdrawn) in the Exchange Offer.  On the settlement date for the Exchange Offer, which the Company expects to be February 12, 2013 (such date, the "Settlement Date"), the Company expects to issue $212,415,000 aggregate principal amount of New Notes in exchange for the Ironwood Bonds validly tendered and accepted in the Exchange Offer. The New Notes will comprise part of the same series as, and are expected to be fungible for U.S. federal income tax purposes with, the $500,000,000 aggregate principal amount of Senior Notes, Series 4.60% due 2021 (the "Existing 2021 Notes") that PPL Energy Supply initially issued on December 16, 2011.

Upon settlement of the Exchange Offer, the holders whose Ironwood Bonds are exchanged pursuant to the Exchange Offer will receive, subject to terms and conditions of the Exchange Offer, the exchange consideration (the "Exchange Consideration") of $1,270 in the form of New Notes for each $1,000 principal amount that remains payable on the Ironwood Bonds outstanding at the Expiration Date accepted for exchange.

The aggregate principal amount of New Notes paid to each participating holder for all Ironwood Bonds properly tendered (and not validly withdrawn) and accepted will be rounded down, if necessary, to $1,000 or the nearest whole multiple of $1,000 in excess thereof and the Company will pay cash up to $1,000.

All holders whose Ironwood Bonds have been accepted for exchange will receive a cash payment of approximately $8.46 per $1,000 principal amount of Ironwood Bonds that have been accepted for exchange, which is an amount equal to the accrued and unpaid interest from November 30, 2012, the last applicable interest payment date for the Ironwood Bonds, to, but not including, the Settlement Date, less an amount equal to the accrued interest on the New Notes at the time of their issuance on the Settlement Date.  In order for the New Notes issued in the Exchange Offer to be fungible with the Existing 2021 Notes, the New Notes will be issued with accrued interest from December 15, 2012, the date of the most recent interest payment on the Existing 2021 Notes.

2.         Results of the Consent Solicitation

In connection with the Exchange Offer, the Company received the requisite consents from holders of the Ironwood Bonds to effectuate, and the Company will promptly take such actions as are necessary to effectuate, certain amendments to the Ironwood Bonds, the indenture that governs the Ironwood Bonds, and the Collateral Agency and Intercreditor Agreement among the Company, the trustee, collateral agent and depositary bank thereto. As set forth in the Prospectus, these amendments, among other things, (i) delete in their entirety substantially all of the restrictive covenants in the Ironwood Indenture and (ii) direct the trustee, collateral agent and depositary bank to execute an amended and restated Collateral Agency Agreement, which will no longer include certain provisions relating to the operation and financing of the Ironwood generating facility owned by PPL Ironwood, LLC, and modify or eliminate certain other provisions. 

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