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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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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).
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Section 1 - Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
On June 6, 2022, Baltimore
Gas and Electric Company (“BGE”) issued $500 million aggregate principal amount of its 4.550% notes due June 1, 2052. See Item 2.03 below for a description of the notes 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 June 6, 2022, BGE issued $500 million aggregate principal amount of its 4.550% notes due June 1, 2052 (the “Notes”). The Notes were issued pursuant to an Indenture, dated as of September 1, 2019 (the “Indenture”),
between BGE and U.S. Bank Trust Company, National Association, as trustee. BGE intends to use the proceeds of the Notes to repay outstanding commercial paper obligations, redeem $250 million aggregate principal amount outstanding of BGE’s 2.80% notes due August 15, 2022, and for other general corporate purposes. The Notes were registered under the Securities Act of 1933, as amended, pursuant to BGE’s Registration Statement on Form S-3 (Registration No. 333-233543-04).
Interest on the Notes is payable semi-annually on June 1 and December 1, commencing December 1, 2022.
The Notes are subject to optional
redemption as provided in the form of the Notes attached to this Current Report as Exhibit 4.2.
In connection with the issuance of the Notes, McKennon Shelton & Henn LLP provided BGE with the legal opinion attached to this Current Report as Exhibit 5.1.
A copy of the Underwriting Agreement dated June 1, 2022 between BGE, BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, PNC Capital Markets LLC, and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, is filed
as Exhibit 1.1 to this Current Report.
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.
* * * * *
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 BGE include those discussed herein as well as the items discussed in (1) BGE’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) BGE’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 Operation
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 BGE.
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. BGE 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.
