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
June 17, 2013
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 (a Maryland corporation) 2 Center Plaza 110 West Fayette Street Baltimore, Maryland 21201 (410) 234-5000 | | 52-0280210 |
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 June 17, 2013, Baltimore Gas and Electric Company (BGE) issued $300 million in principal amount of its 3.35% Notes due 2023. 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 June 17, 2013, BGE issued $300 million in principal amount of its 3.35% Notes due 2023 (the Notes). The Notes were issued pursuant to an Indenture, dated as of July 24, 2006 (as amended and supplemented, including by the officers’ certificate establishing the terms of the Notes, the Indenture), between BGE and Deutsche Bank Trust Company Americas, as trustee. The Notes were registered under the Securities Act of 1933, as amended, pursuant to BGE’s Registration Statement on Form S-3 (Registration No. 333-181749-09).
A copy of 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, Kirkland & Ellis, LLP provided BGE with the legal opinion attached to this Current Report as Exhibit 5.1.
A copy of the Underwriting Agreement dated June 12, 2013 between BGE and BNP Paribas Securities Corp., J.P. Morgan Securities LLC and Scotia Capital (USA) Inc., 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.
The following exhibits are filed herewith:
| | | | |
Exhibit
No. | | Registration
Statement
Exhibit No. | | Description |
| | |
| 1.1 | | 1.1.1 | | Underwriting Agreement dated June 12, 2013 between BGE and BNP Paribas Securities Corp., J.P. Morgan Securities LLC and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein |
| | |
| 4.1 | | 4.1.1 | | Form of 3.35% Note due 2023 |
| | |
| 5.1 | | 5.1.1 | | Exhibit 5 Opinion of Kirkland & Ellis, LLP |
* * * * *
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 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) First 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 16; and (3) other factors discussed in
filings with the Securities and Exchange Commission 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 undertakes no 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/ Carim V. Khouzami |
| Carim V. Khouzami |
| Senior Vice President, Chief Financial Officer and Treasurer |
| Baltimore Gas and Electric Company |
June 17, 2013
EXHIBIT INDEX
| | | | |
Exhibit
No. | | Registration
Statement
Exhibit No. | | Description |
| | |
| 1.1 | | 1.1.1 | | Underwriting Agreement dated June 12, 2013 between BGE and BNP Paribas Securities Corp., J.P. Morgan Securities LLC and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein |
| | |
| 4.1 | | 4.1.1 | | Form of 3.35% Note due 2023 |
| | |
| 5.1 | | 5.1.1 | | Exhibit 5 Opinion of Kirkland & Ellis, LLP |
