			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
			March 10, 2021
			August 28, 2024
			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 March 1020, ~~2021~~2024, Atlantic City Electric Company (ACE) ~~issued~~entered ~~$350~~into ~~million~~a ~~aggregate~~Bond ~~principal~~Purchase ~~amount~~Agreement of(the ~~its~~ACE ~~First~~Purchase ~~Mortgage~~Agreement) ~~Bonds,~~with ~~2.300%~~certain ~~Series~~institutional ~~due March 15, 2031~~investors. See Item 2.03 below for a description of the bonds ~~and~~issued ~~related~~by ~~agreements~~ACE pursuant to the ACE Purchase Agreement on August 28, 2024.

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 March 1020, ~~2021~~2024, ACE ~~issued~~entered into the ACE Purchase Agreement for the offer and sale of (i) $~~350~~75 million aggregate principal amount of its First Mortgage Bonds, 25.~~300~~55% Series due March 1520, ~~2031~~2054, (~~the Bonds~~ii)~~. The~~ ~~Bonds~~$75 ~~were~~million ~~issued~~aggregate ~~pursuant~~principal toamount ~~ACE’s Mortgage and Deed~~ of ~~Trust,~~its ~~dated~~First ~~January 15, 1937, between ACE and The Bank of New York Mellon (formerly Irving Trust Company), as trustee, as amended and supplemented, including that certain Indenture Supplemental to the~~ Mortgage ~~and Deed of Trust~~Bonds, ~~dated~~5.29% asSeries ofdue ~~February~~August 1528, ~~2021~~2034 (the ~~Supplemental~~2034 ~~Indenture~~Bonds), ~~establishing~~and ~~the terms of the Bonds~~ (~~the Mortgage~~iii)~~. Subject~~ to$100 ~~the~~million ~~exceptions~~aggregate ~~and~~principal ~~limitations~~amount ~~contained~~of inits ~~the~~First Mortgage, ~~the~~ Bonds ~~are secured~~, ~~together~~5.49% ~~with~~Series ~~all~~due ~~bonds~~August ~~now~~28, or2039 ~~hereafter~~(together ~~issued,~~with ~~under~~ the ~~Mortgage.~~2034 ~~The~~ Bonds, ~~were registered under~~ the ~~Securities~~ACE ~~Act of 1933, as amended, pursuant to a shelf registration statement on Form S-3 (Registration No. 333-233543-07~~Bonds).

The ~~net~~ACE ~~proceeds~~Bonds ~~from~~were ~~the~~offered ~~sale~~and ofwere sold in reliance on the ~~Bonds~~exemption ~~will~~from beregistration ~~used~~provided toby ~~refinance~~Section at4(a)(2) ~~maturity~~of ~~$200~~the ~~million~~Securities ~~aggregate~~Act ~~principal~~of ~~amount~~1933, as amended. The closing of the sale of the ACE’s 4Bonds occurred on August 28, 2024.~~35%~~ ~~first~~ACE ~~mortgage~~intends ~~bonds~~to ~~due~~apply ~~April~~the 1,proceeds ~~2021,~~of ~~outstanding~~the ~~commercial~~sale ~~paper~~of ~~obligations~~the ACE Bonds to repay existing indebtedness and for general corporate purposes.

The ACE Bonds ~~carry~~were anissued ~~interest~~under ~~rate~~and ofin ~~2.300%~~accordance ~~per~~with ~~annum,~~the ~~which~~Mortgage isand ~~payable~~Deed ~~semi-annually~~of onTrust, ~~March~~dated 15as ~~and~~of ~~September~~January 15, ~~commencing~~1937, onfrom ~~September~~ACE ~~15,~~to ~~2021.~~ The ~~Bonds~~Bank ~~are~~of ~~redeemable~~New atYork ~~any~~Mellon, ~~time~~as atsuccessor ~~ACE’s~~trustee, ~~option~~ as ~~provided~~amended inand ~~the~~supplemented by various instruments including that certain Supplemental Indenture. Ato ~~copy~~the Mortgage and Deed of Trust, dated as of March 1, 2024 (the ACE Supplemental Indenture), isestablishing ~~filed~~the ~~herewith~~terms asof ~~Exhibit~~the 4ACE Bonds.1 ~~and~~A copy of the ACE Supplemental Indenture is incorporated ~~herein~~ by reference as Exhibit 4.2.

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.

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						Bond Purchase Agreement, dated as of March 20, 2024 among ACE and the purchasers signatory thereto (File No. 001-03559, Form 8-K dated March 20, 2024, Exhibit 1.1)
4.1						Form of Initial ACE Bonds (included in Exhibit 4.2)
4.2						ACE Supplemental Indenture to the Mortgage and Deed of Trust, dated as of March 1, 2024 (File No. 001-03559, Form 8-K dated March 20, 2024, Exhibit 4.2)
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						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~~federal ~~Private~~securities ~~Securities~~laws ~~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,” “should,” 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 ACE include those factors discussed herein as well as the items discussed in (1) ACE's ~~2020~~2023 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 1918, Commitments and Contingencies; (2) ~~and~~ACE's Second Quarter 2024 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 11, Commitments and Contingencies; and (3) 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, whether written or oral, 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 Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ATLANTIC CITY ELECTRIC COMPANY /s/ ~~Phillip~~David SM. ~~Barnett~~Vahos ~~Phillip~~David SM. ~~Barnett~~Vahos Senior Vice President, Chief Financial Officer and Treasurer ~~Atlantic City Electric Company~~

~~March~~August 1028, ~~2021~~2024

EXHIBIT INDEX

Exhibit No.						Description
1.1						~~Underwriting~~Bond Purchase Agreement, dated as of March 320, ~~2021~~2024 among ACE, ~~Mizuho~~and ~~Securities~~the ~~USA~~purchasers ~~LLC~~signatory ~~and~~thereto ~~Scotia Capital~~ (~~USA)~~File ~~Inc~~No. 001-03559, asForm ~~representatives~~8-K ofdated ~~the~~March ~~several~~20, ~~underwriters~~2024, ~~named~~Exhibit ~~therein~~1.1)
4.1						~~Indenture~~Form ~~Supplemental to Mortgage and Deed~~ of ~~Trust,~~Initial ~~dated~~ACE asBonds of(included ~~February~~in ~~15,~~Exhibit ~~2021~~4.2)
5.1						Exhibit 5 Opinion of Ballard Spahr LLP
4.2						ACE Supplemental Indenture to the Mortgage and Deed of Trust, dated as of March 1, 2024 (File No. 001-03559, Form 8-K dated March 20, 2024, Exhibit 4.2)
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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