UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) September 23, 2013
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 | ||
000-16844 | PECO ENERGY COMPANY (a Pennsylvania corporation) P.O. Box 8699 2301 Market Street Philadelphia, Pennsylvania 19101-8699 (215) 841-4000 | 23-0970240 |
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)) |
Section 1 — Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement
On September 23, 2013, PECO Energy Company (PECO) issued $300 million aggregate principal amount of its First and Refunding Mortgage Bonds, 1.200% Series due October 15, 2016 and $250 million aggregate principal amount of its First and Refunding Mortgage Bonds, 4.800% Series due October 15, 2043. See Item 2.03 below for a description of those bonds 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 23, 2013, PECO issued $300 million aggregate principal amount of its First and Refunding Mortgage Bonds, 1.200% Series due October 15, 2016 (2016 Bonds) and $250 million aggregate principal amount of its First and Refunding Mortgage Bonds, 4.800% Series due October 15, 2043 (2043 Bonds). The bonds were issued pursuant to PECO’s First and Refunding Mortgage, dated as of May 1, 1923, as amended and supplemented and as further amended and supplemented by the One Hundred and Ninth Supplemental Indenture, dated as of September 15, 2013 (109th Supplemental Indenture) and by the One Hundred and Tenth Supplemental Indenture, dated as of September 15, 2013 (110th Supplemental Indenture). The bonds were registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement on Form S-3 (Registration No. 333-181749-03).
PECO will use the net proceeds from the sale of the bonds to pay at maturity $300 million aggregate principal amount of its 5.60% First and Refunding Mortgage Bonds due October 15, 2013 and for other general corporate purposes.
The 2016 Bonds carry an interest rate of 1.200% per annum, which is payable semi-annually on April 15 and October 15, commencing on April 15, 2014. The 2016 Bonds are redeemable at any time at PECO’s option as provided in the 109th Supplemental Indenture. A copy of the 109th Supplemental Indenture, which establishes the terms of the 2016 Bonds, is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
The 2043 Bonds carry an interest rate of 4.800% per annum, which is payable semi-annually on April 15 and October 15, commencing on April 15, 2014. The 2043 Bonds are redeemable at any time at PECO’s option as provided in the 110th Supplemental Indenture. A copy of the 110th Supplemental Indenture, which establishes the terms of the 2043 Bonds, is attached hereto as Exhibit 4.2 and is incorporated herein by reference.
In connection with the issuance of the bonds, Ballard Spahr LLP provided PECO with the legal opinions attached to this report as Exhibit 5.1 and Exhibit 8.1.
A copy of the Underwriting Agreement dated September 16, 2013 among PECO, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein is filed as Exhibit 1.1 to this report.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith and are exhibits to the Registration Statement on Form S-3, Registration No. 333-181749-03, as noted below:
Exhibit | Registration | Description | ||
| 1.1 | 1.1.3 | Underwriting Agreement dated September 16, 2013 among PECO, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. | ||
| 4.1 | 4.30.2 | One Hundred and Ninth Supplemental Indenture dated as of September 15, 2013 from PECO to U.S. Bank National Association, as trustee. | ||
| 4.2 | 4.30.3 | One Hundred and Tenth Supplemental Indenture dated as of September 15, 2013 from PECO to U.S. Bank National Association, as trustee. | ||
| 5.1 | 5.1.2 | Exhibit 5 Opinion of Ballard Spahr LLP | ||
| 8.1 | 8.1.2 | Exhibit 8 Opinion of Ballard Spahr LLP | ||
| 12.1 | 12.6.1 | Statement regarding computation of the ratio of earnings to fixed charges for the six months ended June 30, 2013 | ||
* * * * *
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) PECO’s 2012 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 19; (2) PECO’s Second Quarter 2013 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 18; and (3) other factors discussed in filings with the Securities and Exchange Commission by PECO. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Current Report. PECO 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.
| PECO ENERGY COMPANY |
/s/ Phillip S. Barnett |
| Phillip S. Barnett |
Senior Vice President, Chief Financial Officer and Treasurer |
| PECO Energy Company |
September 23, 2013
EXHIBIT INDEX
Exhibit | Registration | Description | ||
| 1.1 | 1.1.3 | Underwriting Agreement dated September 16, 2013 among PECO, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. | ||
| 4.1 | 4.30.2 | One Hundred and Ninth Supplemental Indenture dated as of September 15, 2013 from PECO to U.S. Bank National Association, as trustee. | ||
| 4.2 | 4.30.3 | One Hundred and Tenth Supplemental Indenture dated as of September 15, 2013 from PECO to U.S. Bank National Association, as trustee. | ||
| 5.1 | 5.1.2 | Exhibit 5 Opinion of Ballard Spahr LLP | ||
| 8.1 | 8.1.2 | Exhibit 8 Opinion of Ballard Spahr LLP | ||
| 12.1 | 12.6.1 | Statement regarding computation of the ratio of earnings to fixed charges for the six months ended June 30, 2013 | ||