Item 1.01. Entry into a Material Definitive Agreement.
OnAugust 12, 2021 ,Commonwealth Edison Company (ComEd) issued$450 million aggregate principal amount of its First Mortgage 2.750% Bonds, Series 131, dueSeptember 1, 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.
OnAugust 12, 2021 , ComEd issued$450 million aggregate principal amount of its First Mortgage 2.750% Bonds, Series 131, dueSeptember 1, 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 ofAugust 2, 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 refinance$350 million of First Mortgage 3.40% Bonds that are maturing onSeptember 1, 2021 , and for 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 2.750% per annum. Interest on the Bonds is payable semi-annually onMarch 1 andSeptember 1 , commencingMarch 1, 2022 . The Bonds are redeemable in whole or in part at ComEd's option (i) at any time prior toMarch 1, 2051 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 afterMarch 1, 2051 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 datedAugust 5, 2021 , betweenComEd andBNP Paribas Securities Corp. ,BofA Securities, 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.BNP Paribas Securities Corp. ,BofA Securities, 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. --------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are filed herewith: Exhibit No. Description 1.1 Underwriting Agreement datedAugust 5, 2021 ,
between ComEd and BNP
Paribas Securities Corp. ,BofA Securities, Inc. ,
Inc. andWells Fargo Securities, LLC , as
representatives of the several
underwriters named therein 4.1 Supplemental Indenture dated as ofAugust 2 ,
2021, from ComEd to BNY Mellon
Trust Company of Illinois , as trustee, and D. G.
Donovan, as co-trustee
5.1 Opinion datedAugust 12, 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; (2) ComEd's Second Quarter 2021 Quarterly Report on Form 10-Q in (a) Part II, ITEM 1A. Risk Factors, (b) Part I, ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part I, ITEM 1. Financial Statements: Note 15, Commitments and Contingencies; and (3) other factors discussed in filings with theSEC 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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