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

March 10, 2021

Date of Report (Date of earliest event reported)

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


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))

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 by check mark whether any of the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐


If an emerging growth company, indicate by check mark if any of the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 1 -— Registrant's Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

On ~~June~~March 210, ~~2020~~2021, Atlantic City Electric Company (ACE) ~~completed a tax-exempt bond financing in which The Pollution Control Financing Authority of Salem County (the Authority)~~ issued ~~and sold~~ $~~23,150,000~~350 inmillion aggregate principal amount of ~~The~~its ~~Pollution~~First ~~Control~~Mortgage ~~Financing Authority of Salem County (New Jersey) Pollution Control Revenue Refunding~~ Bonds, ~~(Atlantic~~2.300% ~~City Electric Company Project)~~ Series ~~2020~~due ~~(the~~March ~~Bonds).~~15, 2031. 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 ~~June~~March 210, ~~2020~~2021, ACE ~~completed~~issued a$350 ~~tax-exempt~~million ~~bond~~aggregate ~~financing~~principal inamount ~~which~~of ~~the~~its ~~Authority~~First ~~issued~~Mortgage ~~and sold $23~~Bonds,~~150,000~~ in2.300% ~~aggregate~~Series ~~principal~~due ~~amount~~March of15, 2031 (the Bonds). The Bonds were issued ~~under~~pursuant ato ~~Trust~~ACE’s ~~Indenture,~~Mortgage ~~dated~~and asDeed of ~~June~~Trust, 1dated January 15, ~~2020~~1937, between ~~the~~ACE ~~Authority~~ and ~~the~~The Bank of New York Mellon (~~the~~formerly ~~Trustee).~~Irving ~~The~~Trust ~~Bonds~~Company), ~~carry~~as antrustee, ~~interest~~as ~~rate~~amended ~~of 2.250% per annum~~ and ~~mature on June 1~~supplemented, ~~2029.~~including ~~The~~that ~~proceeds~~certain ~~from~~Indenture ~~the~~Supplemental ~~sale were loaned~~ to ~~ACE by~~ the ~~Authority~~Mortgage ~~pursuant~~and toDeed aof ~~Pollution Control Facilities Loan Agreement~~Trust, dated as of ~~June~~February 115, ~~2020~~2021 (the Supplemental Indenture), ~~between~~establishing the ~~Authority~~terms ~~and~~of ~~ACE~~the Bonds (the ~~Loan Agreement~~Mortgage). Subject ~~Pursuant~~ to the ~~Loan~~exceptions ~~Agreement,~~and ~~ACE~~limitations iscontained ~~required~~in ~~to make loan repayments to~~ the ~~Trustee~~Mortgage, asthe ~~assignee~~Bonds ofare ~~the Authority~~secured, ontogether ~~terms~~with ~~substantially~~all ~~identical~~bonds tonow ~~the~~or ~~payment~~hereafter ~~terms~~issued, ofunder the ~~Bonds~~Mortgage. ~~ACE~~The ~~intends~~Bonds towere ~~use~~registered ~~the~~under ~~proceeds of~~ the ~~Loan~~Securities ~~Agreement~~Act ~~to effect the refunding~~ of ~~the~~1933, ~~outstanding~~as ~~$23~~amended,~~150,000~~ inpursuant ~~aggregate~~to ~~principal~~a ~~amount~~shelf ofregistration ~~the~~statement ~~Authority’s~~on ~~Pollution~~Form ~~Control~~S-3 ~~Revenue Refunding Bonds~~ (~~Atlantic~~Registration ~~City~~No. ~~Electric Company Project~~333-233543-07) ~~Series 2004A~~. ~~A copy of the Loan Agreement is filed herewith as Exhibit 4.1 and incorporated herein by reference.~~

~~Section~~The 9net -proceeds ~~Financial~~from ~~Statements~~the sale of the Bonds will be used to refinance at maturity $200 million aggregate principal amount of ACE’s 4.35% first mortgage bonds due April 1, 2021, outstanding commercial paper obligations and ~~Exhibits~~for general corporate purposes.

~~Item~~The 9Bonds carry an interest rate of 2.01300% per annum, which is payable semi-annually on March 15 and September 15, commencing on September 15, 2021. ~~Financial~~The ~~Statements~~Bonds are redeemable at any time at ACE’s option as provided in the Supplemental Indenture. A copy of the Supplemental Indenture is filed herewith as Exhibit 4.1 and ~~Exhibits~~is incorporated herein by reference.

In connection with the issuance of the Bonds, Ballard Spahr LLP provided ACE with the legal opinions attached to this report as Exhibit 5.1 and Exhibit 8.1.

A copy of the Underwriting Agreement, dated March 3, 2021, among ACE, Mizuho Securities USA LLC and Scotia Capital (USA) Inc., 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.

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.

The following exhibits are filed herewith and are exhibits to the Registration Statement on Form S-3, Registration No. 333-233543-07, as noted below:


Exhibit No.						Description
1.1						Underwriting Agreement dated March 3, 2021 among ACE, Mizuho Securities USA LLC and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein.
4.1						Indenture Supplemental to Mortgage and Deed of Trust, dated as of February 15, 2021
5.1						Exhibit 5 Opinion of Ballard Spahr LLP
8.1						Exhibit 8 Opinion of Ballard Spahr 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. ~~The~~Words ~~factors~~such ~~that~~as “could,” ~~cause~~“may,” ~~actual~~“expects,” ~~results~~“anticipates,” to“will,” ~~differ~~“targets,” ~~materially~~“goals,” ~~from~~“projects,” ~~the~~“intends,” ~~forward-looking statements made by ACE include those discussed herein as well as the items discussed in (1) ACE’s 2019 Annual Report on Form 10-K in (a) Part I~~“plans,” ~~ITEM 1A. Risk Factors~~“believes,” ~~(b) Part II~~“seeks,” ~~ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) Part II~~“estimates,” ~~ITEM 8. Financial Statements and Supplementary Data: Note 18~~“predicts,” ~~Commitments~~ and ~~Contingencies;~~variations ~~(2) ACE’s First Quarter 2020 Quarterly Reports~~ on ~~Form~~such ~~10-Q in (a) Part II~~words, ~~ITEM~~and ~~1A.~~similar ~~Risk~~expressions ~~Factors;~~that ~~(b)~~reflect ~~Part~~our I,current ~~ITEM~~views 2.with ~~Management’s~~respect ~~Discussion~~to ~~and~~future ~~Analysis~~events ~~of Financial Condition~~ and ~~Results of Operation and (c) Part I~~operational, ~~ITEM 1. Financial Statements: Note 14~~economic, ~~Commitments~~ and ~~Contingencies;~~financial ~~and~~performance, ~~(3)~~are ~~other~~intended ~~factors~~to ~~discussed~~identify insuch ~~filings~~forward-looking ~~with the Securities and Exchange Commission by ACE~~statements.

The factors that could cause actual results to differ materially from the forward-looking statements made by ACE include those factors discussed herein as well as the items discussed in (1) ACE'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 the Securities and Exchange Commission by ACE.

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, ~~each~~the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.























			ATLANTIC CITY ELECTRIC COMPANY

			/s/ Phillip S. Barnett
			Phillip S. Barnett
			Senior Vice President, Chief Financial Officer and Treasurer
			Atlantic City Electric Company

~~June~~March 210, ~~2020~~2021

EXHIBIT INDEX

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.
1.1						Underwriting Agreement dated March 3, 2021 among ACE, Mizuho Securities USA LLC and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein.
4.1						Indenture Supplemental to Mortgage and Deed of Trust, dated as of February 15, 2021
5.1						Exhibit 5 Opinion of Ballard Spahr LLP
8.1						Exhibit 8 Opinion of Ballard Spahr 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.

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