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 May 21, 2019Date of Report (Date of earliest event reported)
	CommissionFile Number	Exact Name of Registrant as Specified in Its Charter; State of Incorporation;Address of Principal Executive Offices; andTelephone Number	IRS Employer Identification Number
	001-03559	ATLANTIC CITY ELECTRIC COMPANY		21-0398280
		(a New Jersey corporation)500 North Wakefield DriveNewark, Delaware 19702(202) 872-2000

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:

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

June 2, 2020

Date of Report (Date of earliest event reported)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Commission
File Number

Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number

IRS Employer Identification Number

001-03559

ATLANTIC CITY ELECTRIC COMPANY

21-0398280

(a New Jersey corporation)

500 North Wakefield Drive

Newark, Delaware 19702

(202) 872-2000

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


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))

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

N/A

☐Indicate ~~Pre-commencement~~by ~~communications~~check ~~pursuant~~mark towhether any of the registrants are emerging growth companies as defined in Rule ~~13e-4~~405 of the Securities Act of 1933 (c§230.405 of this chapter) ~~under~~or Rule 12b-2 of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§240.~~13e~~12b-~~4(c~~2 of this chapter)). Emerging growth company ☐

~~Indicate~~If byan ~~check~~emerging ~~mark~~growth ~~whether~~company, ~~the~~indicate ~~registrant~~by ischeck anmark ~~emerging~~if ~~growth~~any ~~company~~of asthe ~~defined~~registrants inhave ~~Rule~~elected ~~405~~not ofto use the ~~Securities~~extended ~~Act~~transition ofperiod ~~1933~~for ~~(§230.405~~complying ofwith ~~this~~any ~~chapter)~~new or ~~Rule~~revised ~~12b-2~~financial ofaccounting ~~the~~standards ~~Securities~~provided ~~Exchange~~pursuant ~~Act~~to ofSection ~~1934~~ 13(~~§240.12b-2~~a) of ~~this~~the ~~chapter)~~Exchange Act. ☐

~~Emerging~~Section ~~growth~~1 ~~company~~- ☐Registrant's Business and Operations

IfItem an1.01. Entry ~~emerging~~into 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) ofMaterial ~~the~~Definitive ~~Exchange Act. ☐~~Agreement

~~Securities~~On ~~registered~~June ~~pursuant~~2, to2020, ~~Section~~Atlantic 12City Electric Company (bACE) completed a tax-exempt bond financing in which The Pollution Control Financing Authority of Salem County (the ~~Act:~~Authority) issued and sold $23,150,000 in aggregate principal amount of The Pollution Control Financing Authority of Salem County (New Jersey) Pollution Control Revenue Refunding Bonds (Atlantic City Electric Company Project) Series 2020 (the Bonds). See Item 2.03 below for a description of the bonds and related agreements.

Title of each class Trading Symbol(s) Name of each exchange on which registered Not applicable Not applicable Not applicable

Section 1 - Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

On May 21, 2019, Atlantic City Electric Company (ACE) issued $150 million aggregate principal amount of its first mortgage bonds. See Item 2.03 below for a description of the 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 ~~May~~June 212, ~~2019~~2020, ACE ~~entered~~completed ~~into~~a ~~the~~tax-exempt ~~Purchase~~bond ~~Agreement~~financing ~~with~~in ~~certain~~which ~~institutional investors for~~ the ~~offer~~Authority issued and ~~sale~~sold of $~~100~~23,~~000~~150,000 in aggregate principal amount of ~~its~~the ~~First~~Bonds. ~~Mortgage~~The Bonds, ~~3.50%~~were ~~Series~~issued ~~due~~under ~~May~~a 21Trust Indenture, ~~2029~~dated ~~and~~as ~~$50~~of June 1,~~000~~ 2020,~~000~~ inbetween ~~aggregate~~the ~~principal~~Authority ~~amount~~and the Bank of ~~its~~New ~~First~~York ~~Mortgage~~Mellon (the Trustee). The Bonds, 4carry an interest rate of 2.14250% ~~Series~~per ~~due~~annum ~~May~~and 21mature on June 1, ~~2049~~2029. The proceeds from the sale were loaned to ACE by the Authority pursuant to a Pollution Control Facilities Loan Agreement, dated as of June 1, 2020, between the Authority and ACE (the ~~“Bonds”~~Loan Agreement). ~~The~~Pursuant ~~form~~to of the ~~Purchase~~Loan Agreement, ACE is ~~filed~~required ~~herewith~~to make loan repayments to the Trustee, as ~~Exhibit~~assignee 1of the Authority, on terms substantially identical to the payment terms of the Bonds.1. ~~The~~ACE ~~forms~~intends to use the proceeds of the Loan Agreement to effect the refunding of the outstanding $23,150,000 in aggregate principal amount of the Authority’s Pollution Control Revenue Refunding Bonds ~~are~~(Atlantic City Electric Company Project) Series 2004A. A copy of the Loan Agreement is filed herewith as ~~Exhibits~~Exhibit 4.1 and 4incorporated herein by reference.2.

The Bonds were offered and were sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The closing of the sale of the Bonds occurred on May 21, 2019. ACE intends to apply the proceeds of the sale of the Bonds to repay existing indebtedness and for general corporate purposes.

The Bonds will be issued under and in accordance with the Mortgage and Deed of Trust, dated as of January 15, 1937, from the Company to The Bank of New York Mellon (formerly Irving Trust Company), as trustee (the Mortgage Trustee), as amended and supplemented by various instruments including that certain Indenture Supplemental to the Mortgage and Deed of Trust, dated as of May 2, 2019 (the Supplemental Indenture), establishing the terms of the Bonds (the Mortgage). Subject to the exceptions and limitations contained in the Mortgage, the Bonds will be secured, together with all bonds now or hereafter issued, under the Mortgage, by a first lien (subject to the conditions and limitations in the instruments through which the Company claims title to its properties, and to excepted encumbrances under the Mortgage) on substantially all of the Company’s real and personal properties and franchises. A copy of the Supplemental Indenture is filed herewith as Exhibit 4.3.

Mizuho Securities USA LLC and Scotia Capital (USA) Inc. acted as joint lead placement agents in connection with the proposed issuance, offering and sale by the Company of the Bonds.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:


Exhibit No.						Description
4.1						Pollution Control Facilities Loan Agreement, dated as of June 1, 2020, between The Pollution Control Financing Authority of Salem County and ACE.
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.

Exhibit No.	Description
1.1	Bond Purchase Agreement, dated May 21, 2019, among the Company and the purchasers signatory thereto.
4.1	Form of First Mortgage Bond, 3.50% Series due May 21, 2029 (included in Exhibit 4.3)
4.2	Form of First Mortgage Bond, 4.14% Series due May 21, 2049 (included in Exhibit 4.3)
4.3	Indenture Supplemental to Mortgage and Deed of Trust, dated as of May 2, 2019

* * * * *

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. The factors that could cause actual results to differ materially from the forward-looking statements made by ACE include those discussed herein as well as the items discussed in (1) ACE’s ~~2018~~2019 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 2218, Commitments and Contingencies; (2) ACE’s First Quarter ~~2019~~2020 Quarterly Reports on Form 10-Q in (a) Part II, ~~Other Information,~~ ITEM 1A. Risk Factors; (b) Part 1I, ~~Financial Information,~~ ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation and (c) Part I, ~~Financial Information,~~ ITEM 1. Financial Statements: Note 1714, Commitments and Contingencies; and (3) other factors discussed in filings with the Securities and Exchange Commission by ACE. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Current Report. ACE 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.

Investors are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Current Report. ACE 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~~each ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ATLANTIC CITY ELECTRIC COMPANY /s/ ~~PHILLIP~~Phillip S. ~~BARNETT~~Barnett Phillip S. Barnett Senior Vice President, Chief Financial Officer and Treasurer Atlantic City Electric Company

~~May~~June 212, ~~2019~~2020

EXHIBIT INDEX

Exhibit No.	~~Description~~	Description
1.1	Bond Purchase Agreement, dated May 21, 2019, among the Company and the purchasers signatory thereto.
4.1		Pollution Control Facilities Loan Agreement, dated as of June 1, 2020, between The Pollution Control Financing Authority of Salem County and ACE.
4.1	Form of First Mortgage Bond, 3.50% Series due May 21, 2029 (included in Exhibit 4.3)
101		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
4.2	Form of First Mortgage Bond, 4.14% Series due May 21, 2049 (included in Exhibit 4.3)
104		The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.
4.3	Indenture Supplemental to Mortgage and Deed of Trust, dated as of May 2, 2019

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