Potomac Electric Power Co.
03/19/2026 | Press release | Distributed by Public on 03/19/2026 13:01
Material Agreement, Financial Obligation (Form 8-K)
Item 1.01. Entry into a Material Definitive Agreement
On March 19, 2026, Atlantic City Electric Company ("ACE"), Delmarva Power & Light Company ("DPL"), and Potomac Electric Power Company ("Pepco") each entered into a Bond Purchase Agreement (the "ACE Purchase Agreement," the "DPL Purchase Agreement," and the "Pepco Purchase Agreement," respectively) with certain institutional investors. See Item 2.03 below for a description of the bonds issued on March 19, 2026 by ACE pursuant to the ACE Purchase Agreement, by DPL pursuant to the DPL Purchase Agreement, and by Pepco pursuant to the Pepco Purchase Agreement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement of a Registrant
ACE Bonds
On March 19, 2026, ACE entered into the ACE Purchase Agreement for the offer and sale of $100 million aggregate principal amount of its First Mortgage Bonds, 4.95% Series due March 19, 2036 (the "ACE Bonds").
The ACE Bonds were offered and were sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The closing of the sale of the ACE Bonds occurred on March 19, 2026. ACE intends to apply the proceeds of the sale of the ACE Bonds to repay existing indebtedness and for general corporate purposes.
The ACE Bonds were issued under and in accordance with the Mortgage and Deed of Trust, dated as of January 15, 1937, from ACE to The Bank of New York Mellon (formerly Irving Trust Company), as trustee, as amended and supplemented by various instruments including that certain Supplemental Indenture to the Mortgage and Deed of Trust, dated as of March 1, 2026 (the "ACE Supplemental Indenture"), establishing the terms of the ACE Bonds. A copy of the ACE Supplemental Indenture is filed herewith as Exhibit 4.2.
DPL Bonds
On March 19, 2026, DPL entered into the DPL Purchase Agreement for the offer and sale of (i) $75 million aggregate principal amount of its First Mortgage Bonds, 5.00% Series due September 16, 2036 and (ii) $75 million aggregate principal amount of its First Mortgage Bonds, 5.74% Series due March 19, 2056 (the "Initial DPL Bonds"). The form of the Initial DPL Bonds is filed herewith as Exhibit 4.3.
The Initial DPL Bonds were offered and were sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The closing of the sale of the Initial DPL Bonds occurred on March 19, 2026. DPL intends to apply the proceeds of the sale of the Initial DPL Bonds to repay existing indebtedness and for general corporate purposes.
The Initial DPL Bonds were issued under and in accordance with the Mortgage and Deed of Trust, dated as of October 1, 1943, as amended and supplemented by various instruments including that certain Supplemental Indenture to the Mortgage and Deed of Trust, dated as of March 1, 2026 (the "DPL Supplemental Indenture"), establishing the terms of the Initial DPL Bonds. A copy of the DPL Supplemental Indenture is filed herewith as Exhibit 4.4.
Pepco Bonds
On March 19, 2026, Pepco entered into the Pepco Purchase Agreement for the offer and sale of (i) $110 million aggregate principal amount of its First Mortgage Bonds, 5.00% Series due March 19, 2036 (the 2036 Pepco Bonds), (ii) $60 million aggregate principal amount of its First Mortgage Bonds, 5.30% Series due March 19, 2041 (the 2041 Pepco Bonds and, together with the 2036 Pepco Bonds, the Initial Pepco Bonds) and (iii) $130 million aggregate principal amount of its First Mortgage Bonds, 5.74% Series due June 17, 2056. The form of the Initial Pepco Bonds is filed herewith as Exhibit 4.5.
The Initial Pepco Bonds were offered and were sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. The closing of the sale of the Initial Pepco Bonds occurred on March 19, 2026. Pepco intends to apply the proceeds of the sale of the Initial Pepco Bonds to repay existing indebtedness and for general corporate purposes.
The Initial Pepco Bonds were issued under and in accordance with the Mortgage and Deed of Trust, dated as of July 1, 1936, from Pepco to the Mortgage Trustee, as amended and supplemented by various instruments including that certain Supplemental Indenture to the Mortgage and Deed of Trust, dated as of March 1, 2026 (the "Pepco
Supplemental Indenture"), establishing the terms of the Initial Pepco Bonds. A copy of the Pepco Supplemental Indenture is filed herewith as Exhibit 4.6.
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