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EX-10 - EXHIBIT 10.1 AMENDMENT TO CREDIT AGREEMENT - PEPCO HOLDINGS LLCex10-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
 
The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):        May 1, 2015      

State or Other Jurisdiction of Incorporation
 
Exact Name of Registrant as specified in its Charter, Address of Principal Executive Offices, Zip Code and Telephone Number (Including Area Code)
 
Commission File Number
 
IRS Employer Identification No.
             
Delaware
 
PEPCO HOLDINGS, INC.
701 Ninth Street, N.W.
Washington, D.C. 20068
Telephone: (202)872-2000
 
001-31403
 
52-2297449
             
District of Columbia and Virginia
 
POTOMAC ELECTRIC POWER COMPANY
701 Ninth Street, N.W.
Washington, D.C. 20068
Telephone: (202)872-2000
 
001-01072
 
53-0127880
             
Delaware and Virginia
 
DELMARVA POWER & LIGHT COMPANY
500 North Wakefield Drive
Newark, DE 19702
Telephone: (202)872-2000
 
001-01405
 
51-0084283
             
New Jersey
 
ATLANTIC CITY ELECTRIC COMPANY
500 North Wakefield Drive
Newark, DE 19702
Telephone: (202)872-2000
 
001-03559
 
21-0398280

Not Applicable
(Former name or former address, if changed since last report.)


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:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

THIS COMBINED FORM 8-K IS BEING SEPARATELY FILED BY EACH OF PEPCO HOLDINGS, INC., POTOMAC ELECTRIC POWER COMPANY, DELMARVA POWER & LIGHT COMPANY AND ATLANTIC CITY ELECTRIC COMPANY.  INFORMATION CONTAINED HEREIN RELATING TO ANY INDIVIDUAL REGISTRANT IS FILED BY SUCH REGISTRANT ON ITS OWN BEHALF.  NO REGISTRANT MAKES ANY REPRESENTATION AS TO INFORMATION RELATING TO ANY OTHER REGISTRANT.

 
 

 


Item 1.01.
Entry into a Material Definitive Agreement.

On May 1, 2015, Pepco Holdings, Inc. (Pepco Holdings), Potomac Electric Power Company (Pepco), Delmarva Power & Light Company (DPL), and Atlantic City Electric Company (ACE, and together with Pepco Holdings, Pepco and DPL, each a Borrower and collectively the Borrowers), entered into a Third Amendment to Second Amended and Restated Credit Agreement (the Amendment) among certain Lenders (as defined below), Bank of America, N.A., as syndication agent and as an issuer of letters of credit, and Wells Fargo Bank, National Association, as (i) agent on behalf of the various financial institutions (the Lenders) from time to time party to that certain Second Amended and Restated Credit Agreement dated as of August 1, 2011, and as amended on August 2, 2012, extended on June 6, 2013 and amended on May 20, 2014 (the Credit Agreement), (ii) the swingline lender and (iii) as an issuer of letters of credit.

On April 29, 2014, Pepco Holdings entered into an Agreement and Plan of Merger, as amended and restated on July 18, 2014, with Exelon Corporation (Exelon) and Purple Acquisition Corp., an indirect, wholly owned subsidiary of Exelon (Merger Sub), whereby Merger Sub will merge with and into Pepco Holdings, with Pepco Holdings surviving the Merger as an indirect, wholly owned subsidiary of Exelon (the Merger).  The Amendment amends the Credit Agreement (i) in accordance with certain commitments made to various public service commissions in the Merger approval proceedings regarding ongoing financial relationships among the Borrowers and (ii) to provide that the Eurodollar Base Rate (as defined in the Credit Agreement) may not be less than zero.  The amendments to the Credit Agreement will become effective immediately upon the closing of the Merger.

In the ordinary course of business, the Lenders and their respective affiliates have from time to time performed and may in the future perform various financial advisory, commercial banking, investment banking and treasury services for the Borrowers, for which they received, or will continue to receive, customary fees or compensation. In addition, affiliates of certain of the Lenders are paying agents under the Borrowers’ respective commercial paper programs.

The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment attached hereto as Exhibit 10.1 and incorporated herein by reference.

Cautionary Statements Regarding Forward-Looking Information

Except for the historical information contained herein, certain of the matters discussed in this communication constitute “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. Words such as “may,” “might,” “will,” “should,” “could,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future”, “potential,” “intend,” “seek to,” “plan,” “assume,” “believe,” “target,” “forecast,” “goal,” “objective,” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding benefits of the proposed Merger, integration plans and expected synergies, the expected timing of completion of the transaction, anticipated future financial and operating performance and results, including estimates for growth. These statements are based on the current expectations of management of Pepco Holdings and its utility subsidiaries. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. For example, (1) Pepco Holdings or Exelon may be unable to obtain regulatory approvals required for the Merger, or required regulatory approvals may delay the Merger or cause the companies to abandon the Merger; (2) conditions to the closing of the Merger may not be satisfied; (3) an unsolicited offer of another company to acquire assets or capital stock of Pepco Holdings could interfere with the Merger; (4) problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected; (5) the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies; (6) the Merger may involve unexpected costs, unexpected liabilities or unexpected delays, or the effects of purchase accounting may be different from the companies’ expectations;

 

 


(7) the credit ratings of the combined company or its subsidiaries may be different from what the companies expect; (8) the businesses of Pepco Holdings and its utility subsidiaries may suffer as a result of uncertainty surrounding the Merger; (9) Pepco Holdings and its utility subsidiaries may not realize the values expected to be obtained for properties expected or required to be sold; (10) the industry may be subject to future regulatory or legislative actions that could adversely affect Pepco Holdings and its utility subsidiaries; and (11) Pepco Holdings and its utility subsidiaries may be adversely affected by other economic, business, and/or competitive factors. Other unknown or unpredictable factors could also have material adverse effects on future results, performance or achievements of the combined company. Therefore, forward-looking statements are not guarantees or assurances of future performance, and actual results could differ materially from those indicated by the forward-looking statements. Discussions of some of these other important factors and assumptions are contained in Pepco Holdings’ filings with the Securities and Exchange Commission (SEC), and available at the SEC’s website at www.sec.gov, including (1) the Pepco Holdings’ definitive proxy statement filed with the SEC on August 12, 2014 and mailed to its stockholders in connection with the proposed Merger (as supplemented by Pepco Holdings’ Form 8-K filed with the SEC on September 12, 2014), (2) Pepco Holdings’ 2014 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data, and (3) Pepco Holdings’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 in (x) PART I, ITEM 1. Financial Statements, (y) PART I, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (z) PART II, ITEM 1A. Risk Factors. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this communication may not occur. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication. Pepco Holdings does not undertake any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this communication. New factors emerge from time to time, and it is not possible for Pepco Holdings to predict all such factors. Furthermore, it may not be possible to assess the impact of any such factor on Pepco Holdings’ or its utility subsidiaries’ businesses (either individually or collectively) or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any specific factors that may be provided should not be construed as exhaustive.

Item 9.01.                      Financial Statements and Exhibits.

 
(d)
Exhibits
 
Exhibit
No.
 
 
 
Description of Exhibit
 
     
10.1
 
Third Amendment to Second Amended and Restated Credit Agreement, dated as of May 1, 2015, by and among Pepco Holdings, Inc., Potomac Electric Power Company, Delmarva Power & Light Company, Atlantic City Electric Company, the various financial institutions from time to time party thereto, Bank of America, N.A. and Wells Fargo Bank, National Association.


 

 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
PEPCO HOLDINGS, INC.
POTOMAC ELECTRIC POWER COMPANY
DELMARVA POWER & LIGHT COMPANY
 
            (Registrants)
   
Date:
May 1, 2015
 
/s/ FRED BOYLE
     
Name:  Frederick J. Boyle
Title:    Senior Vice President
                and Chief Financial Officer

 
ATLANTIC CITY ELECTRIC COMPANY
 
            (Registrant)
   
Date:
May 1, 2015
 
/s/ FRED BOYLE
     
Name:  Frederick J. Boyle
Title:    Chief Financial Officer


 

 


EXHIBIT INDEX

Exhibit No.
 
Description of Exhibit
     
10.1
 
Third Amendment to Second Amended and Restated Credit Agreement, dated as of May 1, 2015, by and among Pepco Holdings, Inc., Potomac Electric Power Company, Delmarva Power & Light Company, Atlantic City Electric Company, the various financial institutions from time to time party thereto, Bank of America, N.A. and Wells Fargo Bank, National Association.

 
 
 
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