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): March 28, 2016
| PEPCO HOLDINGS LLC |
| (Exact name of registrant as specified in its charter) |
| Delaware | 001-31403 | 52-2297449 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 701 Ninth Street, N.W., Washington, DC | 20068 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant's telephone number, including area code | (202) 872-2000 |
| Not Applicable |
| (Former name or former address, if changed since last report.) |
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)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
The information set forth in response to Item 2.03 below is hereby incorporated by reference in response to this Item 1.01.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On March 28, 2016, Pepco Holdings LLC (the Company) and The Bank of Nova Scotia (Scotiabank) entered into a First Amendment to Loan Agreement (the Amendment), which amends certain provisions of that certain $500,000,000 Term Loan Agreement (the Loan Agreement) between the Company and Scotiabank, as administrative agent and lender. Pursuant to the Amendment, (i) the date on which the aggregate principal amount of all loans, together with any accrued but unpaid interest due under the Loan Agreement, must be repaid, was extended from July 13, 2016 to March 27, 2017, and (ii) the margin applicable to the Company’s Eurodollar loans or floating rate loans made under the Loan Agreement increased from 0.90% to 1.00%.
The foregoing summary of the Amendment does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Amendment attached as Exhibit 10 and incorporated herein by reference.
The Bank of Nova Scotia, or its affiliates, have in the past provided investment and/or commercial banking services to the Company and its affiliates, including as an underwriter of their securities, and are likely to perform these and other services for the Company in the future. They receive customary fees and commissions for those services.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) Exhibits | |||
| The following exhibits are filed herewith: | |||
| Exhibit No. | Description of Exhibit | ||
| 10 | First Amendment to Loan Agreement, by and between Pepco Holdings LLC and The Bank of Nova Scotia, as administrative agent and lender, dated March 28, 2016 | ||
| 2 |
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.
| PEPCO HOLDINGS LLC | |||
| (Registrant) | |||
| Date: | March 28, 2016 | /s/ DAVID M. VELAZQUEZ | |
| Name: David M. Velazquez Title: President and Chief Executive Officer | |||
| 3 |
INDEX TO EXHIBITS FILED HEREWITH
| Exhibit No. | Description of Exhibit | |
| 10 | First Amendment to Loan Agreement, by and between Pepco Holdings LLC and The Bank of Nova Scotia, as administrative agent and lender, dated March 28, 2016 |
Exhibit 10
FIRST AMENDMENT TO LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”), dated as of March 28, 2016 is by and among Pepco Holdings LLC (successor to Pepco Holdings, Inc.) (the “Borrower”), the Lenders (as defined below) party hereto, and The Bank of Nova Scotia, as administrative agent (the “Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement (as defined below).
W I T N E S S E T H
WHEREAS, the Borrower, the various financial institutions from time to time party thereto (the “Lenders”) and the Agent are parties to that certain Term Loan Agreement dated as of January 13, 2016 (as amended, modified, extended, restated, replaced, or supplemented from time to time, collectively, the “Loan Agreement”);
WHEREAS, the Borrower has requested that the Lenders make certain amendments to the Loan Agreement;
WHEREAS, the Lenders are willing to make such amendments to the Loan Agreement in accordance with and subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
AMENDMENT
1.1 Amendment to Definition of Applicable Margin. The definition of Applicable Margin set forth in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
“Applicable Margin” means, with respect to Eurodollar Loans or Floating Rate Loans to Borrower at any time, 1.00% per annum.
1.2 Amendment to Definition of Termination Date. The definition of Termination Date set forth in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
“Termination Date” means the earlier to occur of (a) March 27, 2017 and (b) such date the Obligations are accelerated pursuant to Section 8.1.
ARTICLE II
CONDITIONS TO EFFECTIVENESS
2.1 Closing Conditions. This Amendment shall be deemed effective as of the date set forth above (the “Amendment Effective Date”) upon satisfaction of the following conditions (in form and substance reasonably acceptable to the Agent):
(a) Executed Amendment. The Agent shall have received a copy of this Amendment duly executed by each of the Borrower, the Agent and the Lenders.
(b) Legal Opinion. The Agent shall have received an opinion or opinions of counsel for Borrower, dated the Amendment Effective Date and addressed to the Agent and the Lenders.
(c) Officer’s Certificate. The Agent shall have received (i) a certificate, signed by the secretary or any assistant secretary of Borrower (A) certifying that the certificate of incorporation and bylaws of the Borrower that were delivered on the Closing Date remain true and complete as of the Amendment Effective Date (or certified updates as applicable), (B) certifying that each Authorized Officer listed in the incumbency certificate delivered on the Closing Date remains a duly elected and qualified officer of the Borrower and such officer remains duly authorized to execute and deliver on behalf of the Borrower the Amendment and (C) attaching a copy of the resolutions of Borrower’s board of directors authorizing the execution, delivery and performance of the Amendment and (ii) a certificate of good standing of Borrower, certified by the Secretary of State of the State of Delaware.
(d) Fees and Expenses. The Agent shall have received from the Borrower such fees and expenses that are payable in connection with the consummation of the Amendment, and King & Spalding LLP shall have received from the Borrower payment of all fees and expenses incurred in connection with this Amendment.
ARTICLE III
MISCELLANEOUS
3.1 Amended Terms. On and after the Amendment Effective Date, all references to the Loan Agreement in each of the Loan Documents shall hereafter mean the Loan Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Loan Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.
3.2 Representations and Warranties of Borrower. The Borrower represents and warrants as follows:
(a) The Borrower has taken all necessary action to authorize the execution, delivery and performance of this Amendment.
(b) The Borrower has duly executed and delivered the Amendment and the Amendment constitutes the Borrower’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
(c) No Approval is required to be obtained by the Borrower or any of its Subsidiaries in connection with the execution, delivery or performance by the Borrower of this Amendment; except for such Approvals which have been issued or obtained by the Borrower or any of its Subsidiaries which are in full force and effect.
(d) The representations and warranties set forth in Article V of the Loan Agreement are true and correct as of the date hereof (except for (i) those which expressly relate to an earlier date and (ii) representations and warranties contained in Sections 5.5, 5.7 and 5.15 of the Loan Agreement).
(e) After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Unmatured Default.
3.3 Reaffirmation of Obligations. The Borrower hereby ratifies the Loan Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Loan Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Obligations.
3.4 Loan Document. This Amendment shall constitute a Loan Document under the terms of the Loan Agreement.
3.5 Expenses. The Borrower agrees to pay all reasonable costs and expenses of the Agent in connection with the preparation, execution and delivery of this Amendment (including, without limitation, the reasonable fees and expenses of the Agent’s legal counsel).
3.6 Entirety. This Amendment and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.
3.7 Counterparts; Telecopy. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be effective when it has been executed by the Borrower, the Agent and the Lenders and each party has notified the Agent by facsimile transmission or telephone that it has taken such action.
3.8 GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING SECTION 5.1401.7 OF THE GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF) OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
3.9 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
3.10 Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The consent to jurisdiction and waiver of jury trial provisions set forth in Sections 15.2 and 15.3 of the Loan Agreement, respectively, are hereby incorporated by reference, mutatis mutandis.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
pepco
Amendment to Loan AGREEMENT
IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written.
| PEPCO HOLDINGS LLC, | |||
| as Borrower | |||
| By: | /s/ David M. Velazquez | ||
| Name: | David M. Velazquez | ||
| Title: | President and | ||
| Chief Executive Officer | |||
| The Bank of Nova Scotia, | ||
| as Agent and Lender | ||
| By: | /s/ David Dewar | |
| Name: David Dewar | ||
| Title: Director | ||