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

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

PR Newswire

ALLENTOWN, Pa., Feb. 11, 2013

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validly withdrawn) in the Exchange Offer.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all of the Ironwood Bonds validly tendered (and not validly withdrawn) in the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.

3. Other Information

J.P. Morgan Securities LLC acted as the dealer manager in connection with the
Exchange Offer as described in the prospectus (the "Prospectus") filed with
the SEC on February 6, 2013.

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 (NYSE: PPL),
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, LLC

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