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PPL Energy Supply, LLC Announces Exchange Offer for 8.857% Senior Secured Bonds due 2025 of PPL Ironwood, LLC and Related

  PPL Energy Supply, LLC Announces Exchange Offer for 8.857% Senior Secured
     Bonds due 2025 of PPL Ironwood, LLC and Related Consent Solicitation

PR Newswire

ALLENTOWN, Pa., Jan. 11, 2013

ALLENTOWN, Pa., Jan. 11, 2013 /PRNewswire/ --PPL Energy Supply, LLC (the
"Company" or "PPL Energy Supply") announced today the commencement of an 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"), upon the terms and subject to the
conditions set forth in the prospectus (the "Prospectus") and the related
letter of transmittal and consent (the "Letter of Transmittal and Consent").

The offer to exchange the Ironwood Bonds for New Notes is referred to as 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. The New Notes will be the unsecured and unsubordinated
obligations of the Company. The Ironwood Bonds exchanged in connection with
the Exchange Offer will be retired and cancelled and will not be reissued.

Concurrently with the Exchange Offer, PPL Energy Supply is soliciting (the
"Consent Solicitation") consents ("Consents") from holders of Ironwood Bonds,
upon the terms set forth in the Prospectus and the Letter of Transmittal and
Consent, to certain proposed amendments (the "Proposed Amendments") to the
Ironwood Bonds, the indenture governing the Ironwood Bonds and the Collateral
Agency and Intercreditor Agreement among the Company, the trustee, collateral
agent and depositary bank thereto. The proposed amendments would, among other
things, eliminate substantially all of the restrictive covenants pertaining to
the Ironwood Bonds and certain provisions relating to the operation and
financing of the facilities operated by Ironwood. The Proposed Amendments are
summarized below.

Upon the terms and subject to the conditions of the Exchange Offer, for each
$1,000 principal amount that remains payable on the Ironwood Bonds outstanding
at the Expiration Date, tendered prior to the Expiration Date and accepted for
exchange, PPL Energy Supply will pay the exchange consideration (the "Exchange
Consideration") of $1,270 in the form of New Notes.



                                                      For each $1,000
                                                      Principal Amount
                                                      Remaining Payable of
                                   Principal Amount   Ironwood Bonds
                                   Remaining          Outstanding
Bond                   CUSIP No.   Payable at the     at the Expiration Date,
                                   Expiration         Consideration in
                                   Date               Principal
                                                      Amount of Senior Notes,
                                                      Series 4.60% due 2021
                                                      Received^(1):
8.857% Senior Secured
Bonds due              00103XAC7   $1,000             $1,270
2025 (the "Ironwood
Bonds")


(1) The Company will not accept any tender of Ironwood Bonds that would result
in the issuance of less than $1,000 principal amount of New Notes.

On February 28, 2013, PPL Ironwood will make a principal and interest payment
on any Ironwood Bonds outstanding on that date to holders of record of
Ironwood Bonds as of February 1, 2013, the record date for that payment.
Holders who properly tender their Ironwood Bonds and whose Ironwood Bonds are
accepted for exchange will receive the Exchange Consideration on the
Settlement Date (defined below) plus accrued and unpaid interest in cash on
such Ironwood Bonds subject to "3. Important Information Regarding the New
Notes – a. Accrued and Unpaid Interest" below. Such participating holders will
not be entitled to receive the payment of principal and interest on February
28, 2013. Holders who do not participate in the Exchange Offer and who are
otherwise entitled to receive the February 28, 2013 payment of principal and
interest on the Ironwood Bonds pursuant to the rules of DTC applicable to such
payments, will receive the payment of principal and interest on February 28,
2013.

The aggregate Exchange Consideration 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.

The Exchange Offer will expire at 11:59 p.m., New York City time, on February
8, 2013 (such time and date, as the same may be extended, the "Expiration
Date"). Tenders may be withdrawn prior to 11:59 p.m., New York City time, on
the Expiration Date. The Company plans to issue the New Notes promptly
following the Expiration Date (such issue date, the "Settlement Date"). The
Company plans to issue the new Notes promptly following the Expiration date
(such issue date, the "Settlement Date").

1. Terms of the Consent Solicitation

a. The Consent Solicitation

Upon the terms and subject to the conditions described in the Prospectus and
the Letter of Transmittal and Consent, the Company is soliciting the Consent
of holders of the Ironwood Bonds to the Proposed Amendments. Promptly
following the Expiration Date, if the Requisite Consents (as defined below)
are delivered, (i) Ironwood and The Bank of New York Mellon as trustee will
enter into a supplemental indenture (the "Supplemental Indenture") and (ii)
The Bank of New York Mellon, in its separate capacities as trustee, collateral
agent and depositary bank, will be directed to enter into an amended and
restated Collateral Agency Agreement, in each case to give effect to the
Proposed Amendments. The Proposed Amendments will not become operative until
the consummation of the Exchange Offer. In the event that the Company does
not receive the Requisite Consents or does not consummate the Exchange Offer
for any reason, the Indenture and the Collateral Agency Agreement will remain
in effect in their current form.

Valid tenders of Ironwood Bonds pursuant to the Exchange Offer (that are not
validly withdrawn) will be deemed to include Consents to the Proposed
Amendments. Holders may not validly tender Ironwood Bonds in the Exchange
Offer without delivering the related Consents in the Consent Solicitation and
may not validly withdraw previously tendered Ironwood Bonds prior to the
Expiration Date without revoking the related Consents. Holders may not deliver
Consents in the Consent Solicitation without validly tendering their Ironwood
Bonds in the Exchange Offer and may only validly revoke Consents by validly
withdrawing the previously tendered related Ironwood Bonds prior to the
Expiration Date.

b. Proposed Amendments

If the Requisite Consents are obtained, the Proposed Amendments (i) will
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.

Holders of Ironwood Bonds left outstanding following the completion of the
Exchange Offer will no longer be entitled to the benefits of the covenants and
other provisions that are eliminated or modified pursuant to the Proposed
Amendments.

c. Requisite Consents

In order to be adopted, the Proposed Amendments applicable to the Ironwood
Bonds Indenture require the consent of the holders of not less than a majority
in aggregate principal amount of the outstanding Ironwood Bonds (the
"Indenture Requisite Consents") and the Proposed Amendments applicable to the
Collateral Agency Agreement are conditioned on, among other things, the
consent of the holders of at least a majority in principal amount of the
outstanding indebtedness of Ironwood (the "Collateral Agency Agreement
Requisite Consents" and together with the Indenture Requisite Consents, the
"Requisite Consents").

d. Expiration Date

To deliver Consents pursuant to the Consent Solicitation, holders must validly
tender (and not validly withdraw) their Ironwood Bonds, and thereby deliver
Consents related to such Ironwood Bonds, at or prior to 11:59 p.m., New York
City time, on the Expiration Date.

2. Terms of the Exchange Offer

a. Minimum Tender Amount

The Exchange Offer is conditioned on at least a majority in principal amount
of the outstanding Ironwood Bonds being validly tendered (and not validly
withdrawn) prior to the Expiration Date (the "Minimum Tender Amount"). The
terms of the Exchange Offer are described more fully in the Prospectus and the
related Letter of Transmittal and Consent.

b. Withdrawal Rights

Tenders may be withdrawn prior to 11:59 p.m., New York City time, on the
Expiration Date. Holders may also withdraw tendered Ironwood Bonds if we have
not accepted them for purchase on or before 40 days after the commencement of
the Exchange Offer.

Tenders of Ironwood Bonds pursuant to the Exchange Offer may be validly
withdrawn and the related Consent delivered pursuant to the Consent
Solicitation may be validly revoked at any time prior to the Expiration Date
by following the procedures described herein. A valid withdrawal of tendered
Ironwood Bonds prior to the Expiration Date shall be deemed a valid revocation
of the related Consent.

If PPL Energy Supply amends or modifies the terms of the Exchange Offer or the
Consent Solicitation or the information concerning the Exchange Offer or the
Consent Solicitation, in a manner determined by us to constitute a material
change to holders of the Ironwood Bonds, we will disseminate additional
Exchange Offer and Consent Solicitation materials and extend the period of
such Exchange Offer and/or Consent Solicitation, including any withdrawal and
revocation rights, to the extent required by law and as we determine
necessary. An extension of the Expiration Date will not affect a holder's
withdrawal and revocation rights, as described above, unless otherwise
provided herein or in any additional Exchange Offer materials or as required
by applicable law.

c. Expiration Date

The Exchange Offer will expire at 11:59 p.m., New York City time, on the
Expiration Date.

3. Important Information Regarding the New Notes

a. Accrued and Unpaid Interest

If Ironwood Bonds are properly tendered by an eligible holder (and not validly
withdrawn) and accepted by us for exchange pursuant to the Exchange Offer,
such holder will be entitled to receive accrued and unpaid interest in cash on
such Ironwood Bonds up to, but not including, the Settlement Date. An amount
equal to the accrued interest on the New Notes at the time of their issuance
on the Settlement Date will be subtracted from the payment to be made on the
Settlement Date in respect of the accrued and unpaid interest on the Ironwood
Bonds accepted for exchange.

4. Conditions to the Exchange Offer

The Exchange Offer is subject to (i) the Minimum Tender Amount of Ironwood
Bonds being validly tendered (and not validly withdrawn) prior to the
Expiration Date, (ii) the New Notes issued in the Exchange Offer being
fungible for U.S. federal income tax purposes with the Existing 2021 Notes and
(iii) the registration statement of which the Prospectus forms a part being
declared effective by the SEC and no stop order suspending its effectiveness
or any proceeding for that purpose being outstanding (and neither condition
(ii) nor (iii) may be waived by us) and the other conditions described under
"Conditions of the Exchange Offer" in the Prospectus. In addition, we have the
right to terminate or withdraw the Exchange Offer at any time if any of the
conditions described under "Conditions of the Exchange Offer and the Consent
Solicitation" in the Prospectus are not satisfied or waived by the Expiration
Date.

5. Additional Information

The Company has filed a registration statement on Form S-4 (as it may be
amended from time to time, the "Registration Statement") relating to the
Exchange Offer and the Consent Solicitation with the SEC on January 11, 2013.
The Registration Statement has not yet become effective and the New Notes may
not be issued, nor may the Exchange Offer be completed, until such time as the
Registration Statement has been declared effective by the SEC and is not
subject to a stop order or any proceedings for that purpose.

We urge holders to read the Prospectus relating to the Exchange Offer and the
Consent Solicitation prior to making a decision to tender any of their
Ironwood Bonds or otherwise make an investment decision with respect to the
New Notes because it contains important information regarding the Exchange
Offer and the Consent Solicitation.

Copies of the preliminary prospectus relating to the Exchange Offer and the
Consent Solicitation, which is contained in the Registration Statement, and
the related Consent and Letter of Transmittal will be made available to
holders of Ironwood Bonds who complete a letter of eligibility confirming that
they are within the category of eligible holders for the exchange offer.
Copies of the eligibility letter are available to holders of the Ironwood
Bonds through the information agent, D.F. King & Co, Inc., at (800) 488-8075
(toll free) or (212) 269-5550 (collect) or visit their website for this
purpose at http://www.dfking.com/ppl. J.P. Morgan is acting as the dealer
manager in connection with the Exchange Offer. For additional information, you
may contact J.P. Morgan at (866) 834-4666 (U.S. toll free) or (212) 834-4811
(collect). The Prospectus and the related Letter of Transmittal and Consent
will also be available free of charge at the SEC's website at www.sec.gov.

This press release is for informational purposes only and shall not constitute
an offer to sell or the solicitation of an offer to buy any security and shall
not constitute an offer, solicitation or sale in any jurisdiction in which
such offering, solicitation or sale would be unlawful.

About the Company

PPL Energy Supply, formed in 2000 and headquartered in Allentown,
Pennsylvania, is an energy company engaged through its subsidiaries in the
generation and marketing of electricity, primarily in the northeastern and
northwestern power markets of the United States. PPL Energy Supply's major
operating subsidiaries are PPL Generation and PPL EnergyPlus. PPL Energy
Supply is an indirect wholly owned subsidiary of PPL Corporation, a
Pennsylvania corporation.

Forward-Looking Statements

Certain statements included in this press release, including statements
concerning expectations, beliefs, plans, objectives, goals, strategies, future
events or performance and underlying assumptions and other statements which
are other than statements of historical fact are "forward-looking statements"
within the meaning of the federal securities laws. Although we believe that
the expectations and assumptions reflected in these statements are reasonable,
there can be no assurance that these expectations will prove to be correct.
Forward-looking statements are subject to many risks and uncertainties, and
actual results may differ materially from the results discussed in
forward-looking statements. In addition to the specific factors discussed in
the "Risk Factors" section in the Offering Memorandum and in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2011, the
following are among the important factors that could cause actual results to
differ materially from the forward-looking statements: fuel supply cost and
availability; weather conditions affecting generation, customer energy use and
operating costs; operation, availability and operating costs of existing
generation facilities; the length and cost of scheduled and unscheduled
outages at our generating facilities; transmission and distribution system
conditions and operating costs; potential expansion of alternative sources of
electricity generation; potential laws or regulations to reduce emissions of
"greenhouse" gases or the physical effects of climate change; collective labor
bargaining negotiations; the outcome of litigation against us; potential
effects of threatened or actual terrorism, war or other hostilities,
cyber-based intrusions or natural disasters; our commitments and liabilities
and those of our subsidiaries; market demand and prices for energy, capacity,
transmission services, emission allowances, renewable energy credits and
delivered fuel; competition in retail and wholesale power and natural gas
markets; liquidity of wholesale power markets; defaults by counterparties
under energy, fuel or other power product contracts; market prices of
commodity inputs for ongoing capital expenditures; capital market conditions,
including the availability of capital or credit, changes in interest rates and
certain economic indices, and decisions regarding capital structure; stock
price performance of PPL Corporation, our parent; volatility in the fair value
of debt and equity securities and its impact on the value of assets in PPL
Susquehanna's nuclear plant decommissioning trust funds and in defined benefit
plans, and the potential cash funding requirements if fair value declines;
interest rates and their effect on pension, retiree medical, and nuclear
decommissioning liabilities, and interest payable on certain debt securities;
volatility in or the impact of other changes in financial or commodity markets
and economic conditions; profitability and liquidity, including access to
capital markets and credit facilities; new accounting requirements or new
interpretations or applications of existing requirements; changes in
securities and credit ratings; current and future environmental conditions,
regulations and other requirements and the related costs of compliance,
including environmental capital expenditures, emission allowance costs and
other expenses; legal, regulatory, political, market or other reactions to the
2011 incident at the nuclear generating facility at Fukushima, Japan,
including additional Nuclear Regulatory Commission requirements; political,
regulatory or economic conditions in states, regions or countries where we and
our subsidiaries conduct business; receipt of necessary governmental permits,
approvals and rate relief; new state, federal or foreign legislation,
including new tax, environmental, healthcare or pension-related legislation;
state, federal or foreign regulatory developments; the impact of any state,
federal or foreign investigations applicable to us and the energy industry;
the effect of any business or industry restructuring; development of new
projects, markets and technologies; performance of new ventures; and business
dispositions or acquisitions and our ability to successfully operate such
acquired businesses and realize expected benefits from business acquisitions.
Any such forward-looking statements should be considered in light of such
important factors and in conjunction with other documents we file with the
Securities and Exchange Commission. New factors that could cause actual
results to differ materially from those described in forward-looking
statements emerge from time to time, and it is not possible for us to predict
all such factors, or the extent to which any such factor or combination of
factors may cause actual results to differ from those contained in any
forward-looking statement. Any forward-looking statement speaks only as of the
date on which such statement is made and, except as required by applicable
law, we undertake no obligation to update the information contained in such
statement to reflect subsequent developments or information.

SOURCE PPL Energy Supply

Contact: For news media: George C. Lewis, +1-610-774-5997; For financial
analysts: Joseph P. Bergstein, +1-610-774-5609, both of PPL Corporation
 
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