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):  June 14, 2018

OLD DOMINION ELECTRIC COOPERATIVE

(Exact name of Registrant as Specified in Its Charter)

(804) 747-0592

(Registrant’s Telephone Number, Including Area Code)

N/A

 (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 (see General Instructions A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in 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).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01  Entry into a Material Definitive Agreement

(a)  Old Dominion Electric Cooperative (“ODEC”) and Essential Power Rock Springs, LLC (“EP”) each individually own two natural gas-fired combustion turbine units and a 50% undivided interest in related common facilities at an electric generation facility located in Cecil County, Maryland referred to as Rock Springs.  On June 14, 2018, ODEC entered into an asset purchase agreement for EP’s purchase of ODEC’s interest in Rock Springs and related assets.  Consideration for the purchase is $115 million and the assumption of certain related liabilities (not including indebtedness) associated with the acquired assets.  The agreement contains customary representations, warranties, covenants and termination rights of the parties.  Closing of the transaction is subject to a number of conditions, including (i) obtainment of required consents or approvals from governmental authorities, such as the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and approval by the Federal Energy Regulatory Commission, (ii) EP’s obtainment of financing for the acquisition, and (iii) other customary closing conditions.

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SIGNATURES

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 thereunto duly authorized.

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