Potomac Electric Power Co.
09/17/2025 | Press release | Distributed by Public on 09/17/2025 11:55
Material Agreement, Financial Obligation (Form 8-K)
Item 1.01. Entry into a Material Definitive Agreement
On March 26, 2025, Potomac Electric Power Company (Pepco) entered into a Bond Purchase Agreement (the Pepco Purchase Agreement) with certain institutional investors. The form of the Purchase Agreement was filed as Exhibit 1.3 to Pepco's Current Report on Form 8-K filed with the SEC on March 26, 2025 and is incorporated by reference herein. See Item 2.03 below for a description of the bonds issued by Pepco pursuant to the Pepco Purchase Agreement on September 17, 2025.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement of a Registrant
On March 26, 2025, Pepco entered into the Pepco Purchase Agreement for the offer and sale of (i) $200 million aggregate principal amount of its First Mortgage Bonds, 5.48% Series due March 26, 2040 and (ii) $75 million aggregate principal amount of its First Mortgage Bonds, 5.78% Series due September 17, 2055 (the Subsequent Pepco Bonds). The form of the Subsequent Pepco Bonds is incorporated by reference herein as Exhibit 4.1.
The Subsequent 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, as amended. The closing of the sale of the Subsequent Pepco Bonds occurred on September 17, 2025. Pepco intends to apply the proceeds of the sale of the Subsequent Pepco Bonds to repay existing indebtedness and for general corporate purposes.
The Subsequent 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, 2025 (the Pepco Supplemental Indenture), establishing the terms of the Initial Pepco Bonds. A copy of the Pepco Supplemental Indenture is incorporated by reference herein as Exhibit 4.2.
Huntington Securities, Inc., Mizuho Securities USA LLC, and Scotia Capital (USA) Inc. acted as joint lead placement agents in connection with the proposed issuance, offering and sale by Pepco of the Subsequent Pepco Bonds.
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