Item 1.01. Entry into a Material Definitive Agreement.
OnMarch 9, 2021 ,Commonwealth Edison Company (ComEd) issued$700 million aggregate principal amount of its First Mortgage 3.125% Bonds, Series 130, dueMarch 15, 2051 (Bonds). See Item 2.03 below for a description of the Bonds and related agreements.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
OnMarch 9, 2021 , ComEd issued$700 million aggregate principal amount of its First Mortgage 3.125% Bonds, Series 130, dueMarch 15, 2051 . The Bonds were issued pursuant to ComEd's Mortgage datedJuly 1, 1923 , as amended and supplemented by supplemental indentures, including the Supplemental Indenture datedAugust 1, 1944 (Mortgage) and the Supplemental Indenture dated as ofFebruary 16, 2021 (Supplemental Indenture). The Mortgage is a first mortgage on ComEd's utility plant. The proceeds of the Bonds will be used by ComEd to repay a portion of ComEd's outstanding commercial paper obligations and two outstanding term loans, and to fund other general corporate purposes. The Bonds were registered under the Securities Act of 1933, as amended, pursuant to ComEd's Registration Statement on Form S-3 (Registration No. 333-233543-02), with theSecurities and Exchange Commission (SEC), which was effective upon filing. The Bonds carry an interest rate of 3.125% per annum. Interest on the Bonds is payable semi-annually onMarch 15 andSeptember 15 , commencingSeptember 15, 2021 . The Bonds are redeemable in whole or in part at ComEd's option (i) at any time prior toSeptember 15, 2050 at a redemption price equal to the greater of 100% of the principal amount to be redeemed or a "make-whole" redemption price calculated as provided in the Supplemental Indenture, plus accrued and unpaid interest up to but excluding the redemption date, and (ii) on or afterSeptember 15, 2050 at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest up to but excluding the redemption date. A copy of the Supplemental Indenture, which sets forth the terms of the Bonds, is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
In connection with the issuance of the Bonds,
A copy of the Underwriting Agreement datedMarch 2, 2021 betweenComEd andCitigroup Global Markets Inc. ,MUFG Securities Americas Inc. ,U.S. Bancorp Investments, Inc. , andWells Fargo Securities, LLC , as representatives of the several underwriters named therein, is filed as Exhibit 1.1 to this Current Report.Citigroup Global Markets Inc. ,MUFG Securities Americas Inc. ,U.S. Bancorp Investments, Inc. , andWells Fargo Securities, LLC , and some of the other underwriters have banking affiliates who are lending parties in ComEd's revolving credit facility. Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking, and other commercial dealings in the ordinary course of business with ComEd and its affiliates. They have received customary fees and commissions for these transactions.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith: Exhibit No. Description 1.1 Underwriting Agreement datedMarch 2, 2021 ,
between ComEd and
Citigroup Global Markets Inc. ,MUFG Securities
Investments, Inc. andWells Fargo Securities, LLC ,
as representatives of the
several underwriters named therein 4.1 Supplemental Indenture dated as ofFebruary 16 ,
2021, from ComEd to BNY
Mellon Trust Company of Illinois , as trustee, andD. G. Donovan , as co-trustee 5.1 Opinion datedMarch 9, 2021 , ofSidley Austin LLP 101 Cover Page Interactive Data File - the cover page
XBRL tags are embedded
within the Inline XBRL document. 104 The cover page from this Current Report on Form
8-K, formatted as Inline XBRL.
* * * * * This Current Report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Words such as "could," "may," "expects," "anticipates," "will," "targets," "goals," "projects," "intends," "plans," "believes," "seeks," "estimates," "predicts," and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic, and financial performance, are intended to identify such forward-looking statements. The factors that could cause actual results to differ materially from the forward-looking statements made by ComEd include those factors discussed herein as well as the items discussed in (1) ComEd's 2020 Annual Report on Form 10-K in (a) Part I, ITEM 1A. Risk Factors, (b) Part II, ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 19, Commitments and Contingencies; and (2) other factors discussed in filings with theSecurities and Exchange Commission by ComEd. Investors are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Current Report. ComEd 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.
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