BGE - Baltimore Gas and Electric Company
05/22/2026 | Press release | Distributed by Public on 05/22/2026 12:19
Material Agreement, Financial Obligation (Form 8-K)
Item 1.01. Entry into a Material Definitive Agreement.
On May 22, 2026, Baltimore Gas and Electric Company (BGE) issued $500 million aggregate principal amount of its 5.150% notes due June 1, 2033, and $425 million aggregate principal amount of its 6.050% notes due June 1, 2056. See Item 2.03 below for a description of the notes and related agreement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On May 22, 2026, BGE issued $500 million aggregate principal amount of its 5.150% notes due June 1, 2033, and $425 million aggregate principal amount of its 6.050% notes due June 1, 2056 (collectively, the Notes). The Notes were issued pursuant to an Indenture dated as of September 1, 2019, between BGE and U.S. Bank Trust Company, National Association, as trustee. BGE intends to use the proceeds of the Notes to (i) to retire $350 million of BGE's 2.400% senior notes due August 15, 2026 and (ii) for 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. 333-277223-01).
Interest on the Notes is payable semi-annually on June 1 and December 1, commencing December 1, 2026.
The Notes are subject to optional redemption as provided in the forms of the Notes attached to this Current Report as Exhibits 4.1 and 4.2.
In connection with the issuance of the Notes, Ballard Spahr LLP provided BGE with the legal opinion attached to this Current Report as Exhibit 5.1.
A copy of the Underwriting Agreement dated May 19, 2026, among BGE and Barclays Capital Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, SMBC Nikko Securities America, Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein, is filed as Exhibit 1.1 to this Current Report.
Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with BGE and its affiliates. They have received customary fees and commissions for these transactions. In addition, some of the underwriters or some of the banking affiliates of the underwriters are lending parties in BGE's revolving credit facility.
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