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2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 97K
3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 115K
4: EX-5.1 Opinion of Counsel re: Legality HTML 11K
5: EX-8.1 Opinion of Counsel re: Tax Matters HTML 9K
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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:
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
PECO
ENERGY COMPANY:
Trust Receipts of PECO Energy Capital Trust III, each representing a 7.38% iCumulative Preferred Security, Series D, $25 stated value, issued by PECO Energy Capital, L.P. and unconditionally guaranteed by PECO Energy Company
iEXC/28
iNew
York Stock Exchange
Indicate by check mark whether any of the registrants are emerging growth companies 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 i☐
If
an emerging growth company, indicate by check mark if any of the registrants have 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. ☐
Section 1 - Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement
On May
24, 2022, PECO Energy Company (PECO) issued $350 million aggregate principal amount of its First and Refunding Mortgage Bonds, 4.600% Series due May 15, 2052. See Item 2.03 below for a description of those bonds and related agreements.
Section 2 - Financial Information
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On May 24, 2022, PECO issued $350 million aggregate principal amount of its First and Refunding Mortgage Bonds, 4.600% Series due May 15, 2052 (Bonds). The Bonds were issued pursuant to PECO’s First and Refunding Mortgage, dated as of May 1, 1923, as amended and supplemented and as further amended and supplemented
by the One Hundred and Twenty-First Supplemental Indenture, dated as of May 1, 2022 (Supplemental Indenture). The Bonds were registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement on Form S-3 (Registration No. 333-233543-03).
PECO will use the net proceeds from the sale of the Bonds to refinance at maturity PECO’s $350,000,000 First and Refunding Mortgage Bonds, 2.375% Series due 2022 and for general corporate purposes.
The Bonds carry an interest rate of 4.600% per annum, which
is payable semi-annually on May 15 and November 15, commencing on November 15, 2022. The Bonds are redeemable at any time at PECO’s option as provided in the Supplemental Indenture. A copy of the Supplemental Indenture, which establishes the terms of the Bonds, is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
In connection with the issuance of the bonds, Ballard Spahr LLP provided PECO with the legal opinions attached to this report as Exhibit 5.1 and
Exhibit 8.1.
A copy of the Underwriting Agreement dated May 17, 2022 among PECO, Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein is filed as Exhibit 1.1 to this report.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The
following exhibits are filed herewith and are exhibits to the Registration Statement on Form S-3, Registration No. 333-233543-03, as noted below:
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104
The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.
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This Current Report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Words such as “could,”“may,”“expects,”“anticipates,”“will,”“targets,”“goals,”“projects,”“intends,”“plans,”“believes,”“seeks,”“estimates,”“predicts,” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic, and financial performance, are intended to identify such forward-looking statements.
The factors that could cause actual results to differ materially from the forward-looking statements made by
PECO Energy Company include those factors discussed herein as well as the items discussed in (1) PECO Energy Company’s 2021 Annual Report on Form 10-K in (a) Part I, ITEM 1A. Risk Factors, (b) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 19, Commitments and Contingencies; (2) PECO Energy Company's First Quarter 2022 Quarterly Report on Form 10-Q in (a) Part II, ITEM 1A. Risk Factors, (b) Part I, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part I, ITEM 1. Financial Statements: Note 12, Commitments and Contingencies; and (3) other factors discussed in filings with the Securities and Exchange Commission by PECO Energy Company.
Investors are cautioned not to place undue reliance
on these forward-looking statements, whether written or oral, which apply only as of the date of this Current Report. PECO Energy Company undertakes no obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this Current Report.
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.
