BALTIMORE GAS & ELECTRIC CO - FORM 8-K - September 20, 2018

Attached files

file filename
EX-12.1 - EXHIBIT 12.1 - BALTIMORE GAS & ELECTRIC COexc20180920121.htm
EX-5.1 - EXHIBIT 5.1 - BALTIMORE GAS & ELECTRIC COexc2018092051.htm
EX-4.1 - EXHIBIT 4.1 - BALTIMORE GAS & ELECTRIC COexc2018092041.htm
EX-1.1 - EXHIBIT 1.1 - BALTIMORE GAS & ELECTRIC COexc2018092011.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
September 20, 2018
Date of Report (Date of earliest event reported)
 
 
 
 
 
 
 
 
 
 
Commission
File Number
 
Exact Name of Registrant as Specified in Its Charter; State of Incorporation;
Address of Principal Executive Offices; and
Telephone Number
 
IRS Employer 
Identification 
Number
 
1-1910
 
BALTIMORE GAS AND ELECTRIC COMPANY
 
 
52-0280210
 
 
 
(a Maryland corporation)
2 Center Plaza
110 West Fayette Street
Baltimore, Maryland 21201
(401) 234-5000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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))

Indicate by check mark whether the registrant is an emerging growth company 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).
Emerging growth company
☐
 

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. ☐




Section 1 - Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.

On September 20, 2018, Baltimore Gas and Electric Company (“BGE”) issued $300 million aggregate principal amount of its 4.250% notes due September 15, 2048. See Item 2.03 below for a description of the notes and related agreements.

Section 2 - Financial Information
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 20, 2018, BGE issued $300 million aggregate principal amount of its 4.250% notes due September 15, 2048 (the “Notes”). The Notes were issued pursuant to an Indenture, dated as of July 24, 2006 (as so amended and supplemented, the “Indenture”), between BGE and Deutsche Bank Trust Company Americas, as trustee. The proceeds of the Notes will be used by BGE to repay outstanding commercial paper obligations and for other 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. 333-213383-03).

Interest on the Notes is payable semi-annually on March 15 and September 15, commencing March 15, 2019. The Notes are redeemable in whole or in part at BGE’s option (i) at any time prior to March 15, 2048, at a redemption price equal to the greater of (a) 100% of the principal amount of the notes then outstanding to be redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed that would be due if such notes matures on March 15, 2048 (exclusive of interest accrued to the redemption date), discounted the redemption date on a semi-annual basis at the Treasury Rate plus 20 basis points, and (ii) on or after March 15, 2048, at a redemption price equal to 100% of the principal amount of the notes then outstanding to be redeemed plus accrued and unpaid interest on the principal amount being redeemed to the redemption date.  The form of the Notes is attached to this Current Report as Exhibit 4.1 and is incorporated herein by reference.

In connection with the issuance of the Notes, McKennon Shelton & Henn LLP provided BGE with the legal opinion attached to this Current Report as Exhibit 5.1.

A copy of the Underwriting Agreement dated September 17, 2018 between BGE, BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, SMBC Nikko Securities Americas, Inc. and TD Securities (USA) LLC, as representatives of the several underwriters named therein, is filed as Exhibit 1.1 to this Current Report.




Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.


(d)     Exhibits.

The following exhibits are filed herewith:


* * * * *
 
This Current Report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from these forward-looking statements include those discussed herein as well as those discussed in (1) BGE’s 2017 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: Note 23, Commitments and Contingencies; (2) BGE’s Second Quarter 2018 Quarterly Report on Form 10-Q in (a) Part II, Other Information, ITEM 1A. Risk Factors; (b) Part 1, Financial Information, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) Part I, Financial Information, ITEM 1. Financial Statements: Note 17, Commitments and Contingencies; and (3) other factors discussed in filings with the SEC by BGE. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Current Report. BGE 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 Current Report.




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 hereunto duly authorized.
 
BALTIMORE GAS AND ELECTRIC COMPANY
 
 
 
/s/ DAVID M. VAHOS              
 
David M. Vahos
 
Senior Vice President, Chief Financial Officer and Treasurer
 
Baltimore Gas and Electric Company

September 20, 2018








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