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EX-99.2 - EXHIBIT 99.2 - IPALCO ENTERPRISES, INC.a81717form11-kexhibit992.htm
EX-99.1 - EXHIBIT 99.1 - IPALCO ENTERPRISES, INC.a81717form11-kexhibit991.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 17, 2017
IPALCO ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Indiana
 
1-8644
 
35-1575582
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

 
 
 
One Monument Circle, Indianapolis, Indiana
 
46204
(Address of principal executive offices)
 
(Zip Code)
317-261-8261
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
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 ¨

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. ¨


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Item 7.01     Regulation FD Disclosure.
On August 17, 2017, the Registrant announced its intent to offer $405 million aggregate principal amount of senior secured notes (the “Notes”) in a private offering exempt from registration in accordance with Rule 144A and Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”). On August 17, 2017, the Registrant announced that it priced the Notes at an annual interest rate of 3.70%. The offering is expected to close, subject to certain customary closing conditions, on August 22, 2017. The Registrant intends to use the net proceeds from the Notes to finance its repurchase or redemption of its outstanding 5.00% Senior Secured Notes due 2018, of which $400 million is currently outstanding, and the payment of related fees and expenses.    

Copies of the press releases announcing the foregoing are being furnished as Exhibits 99.1 and 99.2 attached hereto and are incorporated by reference herein. The foregoing information and the exhibits attached hereto are furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent expressly set forth by specific reference in such filing.
Item 9.01     Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1    Press Release Announcing Intention to Offer the Notes
Exhibit 99.2    Press Release Announcing Pricing of the Notes


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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
IPALCO ENTERPRISES, INC.
 
 
 
 
 
 
Date: August 17, 2017
 
By:
 
/s/ Craig L. Jackson
 
 
Name:
 
Craig L. Jackson
 
 
Title:
 
Chief Financial Officer



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