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
Date of
Report (Date of earliest event reported): October 16, 2009
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PEPCO
HOLDINGS, INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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001-31403
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52-2297449
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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701
Ninth Street, N.W., Washington, DC
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20068
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
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(202)
872-3526
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Not
Applicable
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(Former
name or former address, if changed since last
report.)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Pepco
Holdings, Inc.
Form
8-K
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Item
1.01.
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Entry
into a Definitive Material
Agreement.
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See Item 2.03 below.
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Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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On October 16, 2009, Pepco Holdings,
Inc. (the “Company”) entered into an Amended and Restated Credit Agreement for
an aggregate principal amount of revolving and swingline loans of up to $400
million with a syndicate of nine lenders, with Bank of America, N.A., as
administrative agent and swingline lender (“BOA”), Banc of America Securities,
as sole lead arranger and sole book runner, and KeyBank National Association,
JPMorgan Chase Bank, N.A., SunTrust Bank, The Bank of Nova Scotia, Morgan
Stanley Bank, N.A., Credit Suisse, Cayman Islands Branch, Wells Fargo Bank,
N.A., and Manufacturers and Traders Trust Company, as co-documentation agents
(the “facility”). This facility is a refinancing of a credit facility
that the Company entered into with the same syndicate of lenders on November 7,
2008 for $400 million ($390 million facility plus an optional $10 million
increase in the principal amount of the available credit that was exercised by
the Company) which would have expired on November 6, 2009 (the “original
facility”). The expiration date of the facility is October 15,
2010. All indebtedness incurred under the facility (as with the
original facility) is unsecured. The facility is filed herewith as Exhibit
10.1.
The facility includes substantially the
same terms and conditions as the original facility. The interest rate
payable by the Company on funds borrowed under the facility is, at its election,
based on either (a) the corresponding Eurodollar rate plus a margin that varies
according to the credit rating of the company, or (b) the highest of (i) the
prevailing prime rate, (ii) the federal funds effective rate plus 0.5% or (iii)
the one-month Eurodollar rate plus 1.0%, plus a margin that varies according to
the credit rating of the Company. Under the swingline loan
sub-facility provided by BOA as the swingline lender, the Company may obtain
(with BOA’s consent) loans for up to seven days in an aggregate principal amount
which, when combined with the outstanding principal amount of revolving loans
made by BOA under the facility, does not exceed BOA’s total commitment of $50
million and which in no event exceeds 10% of the aggregate borrowing limit under
the facility.
The Company intends to use the proceeds
of loans drawn under the facility for general corporate purposes. In
order to obtain loans under the facility, certain representations and warranties
made by the Company at the time the credit agreement was entered into also must
be true at the time the facility is utilized, and the Company must be in
compliance with specified covenants, including (i) the requirement that the
Company maintain a ratio of total indebtedness to total capitalization of 65% or
less, computed in accordance with the terms of the credit agreement, which
calculation excludes from the definition of total indebtedness certain trust
preferred securities and deferrable interest subordinated debt (not to exceed
15% of total capitalization), (ii) a restriction on sales or other dispositions
of assets, other than certain permitted sales and dispositions, and (iii) a
restriction on the incurrence of liens on the assets of the Company or any of
its significant subsidiaries other than permitted liens. The absence
of a material adverse change in the Company’s business, property, and results of
operations or financial condition is not a condition to the availability of
credit under the facility. The credit agreement does not include any
ratings triggers.
2
Pepco
Holdings, Inc.
Form
8-K
The failure to satisfy any of the
covenants or the occurrence of other specified events that constitute an event
of default could result in the acceleration of the repayment obligations of the
Company. The events of default include (i) the failure of the Company
or any of its significant subsidiaries to pay when due, or the acceleration of,
certain indebtedness under other borrowing arrangements, (ii) certain bankruptcy
events, judgments or decrees against the Company or its significant
subsidiaries, and (iii) a change in control (as defined in the credit agreement)
of the Company or the failure of the Company to own all of the voting stock of
its regulated utility subsidiaries (Potomac Electric Power Company, Delmarva
Power & Light Company and Atlantic City Electric Company).
All of the lenders or their affiliates
have provided investment or commercial banking services to the Company and its
affiliates, including as an underwriter of their securities, in the past and are
likely to do so in the future. They receive customary fees and
commissions for those services.
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
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Exhibit
No.
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Description
of Exhibit
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10.1
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Amended
and Restated Credit Agreement, dated as of October 16, 2009, by and
among, Pepco Holdings, Inc., the lenders party thereto, Bank of America,
N.A., as administrative agent and swingline lender, Banc of America
Securities LLC, as sole lead arranger and sole book runner, and KeyBank
National Association, JPMorgan Chase Bank, N.A., SunTrust Bank, The Bank
of Nova Scotia, Morgan Stanley Bank, N.A., Credit Suisse, Cayman Islands
Branch, Wells Fargo Bank, N.A. and Manufacturers and Traders Trust
Company, as co-documentation agents
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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.
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PEPCO
HOLDINGS, INC.
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(Registrant)
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Date:
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October
22, 2009
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/s/
A. J. KAMERICK
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Name:
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Anthony
J. Kamerick
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Title:
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Senior
Vice President and Chief Financial
Officer
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