|
Commonwealth Edison Company
(Exact name of registrant as specified in its Charter)
|
| |
PECO Energy Company
(Exact name of registrant as specified in its charter)
|
|
|
Illinois
(State or other jurisdiction of incorporation or organization)
|
| |
Pennsylvania
(State or other jurisdiction of incorporation or organization)
|
|
|
36-0938600
(I.R.S. Employer Identification No.)
|
| |
23-0970240
(I.R.S. Employer Identification No.)
|
|
|
10 South Dearborn Street
Chicago, Illinois 60603-2300 312-394-4321
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices) |
| |
P.O. Box 8699
2301 Market Street Philadelphia, PA 19101 215-841-4000
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices) |
|
|
Baltimore Gas and Electric Company
(Exact name of registrant as specified in its charter)
|
| |
Potomac Electric Power Company
(Exact name of registrant as specified in its charter)
|
|
|
Maryland
(State or other jurisdiction of incorporation or organization)
|
| |
District of Columbia and Virginia
(State or other jurisdiction of incorporation or organization)
|
|
|
52-0280210
(I.R.S. Employer Identification No.)
|
| |
53-0127880
(I.R.S. Employer Identification No.)
|
|
|
2 Center Plaza, 110 West Fayette Street,
Baltimore, Maryland 21201 410-234-5000
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices) |
| |
701 Ninth Street, N.W.
Washington, District of Columbia 20068 202-872-2000
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices) |
|
|
Delmarva Power & Light Company
(Exact name of registrant as specified in its charter)
|
| |
Atlantic City Electric Company
(Exact name of registrant as specified in its Charter)
|
|
|
Delaware and Virginia
(State or other jurisdiction of incorporation or organization)
|
| |
New Jersey
(State or other jurisdiction of incorporation or organization)
|
|
|
51-0084283
(I.R.S. Employer Identification No.)
|
| |
21-0398280
(I.R.S. Employer Identification No.)
|
|
|
500 North Wakefield Drive
Newark, Delaware 19702 202-872-2000
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices) |
| |
500 North Wakefield Drive
Newark, Delaware 19702 202-872-2000
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices) |
|
|
Joel C. Beauvais
Senior Vice President and Deputy General Counsel Exelon Corporation 10 South Dearborn Street P.O. Box 805379 Chicago, Illinois 60603 800-483-3220 |
| |
Patrick R. Gillard, Esquire
Ballard Spahr LLP 1735 Market Street, 51st Floor Philadelphia, Pennsylvania 19103 215-665-8500 |
|
|
Exelon Corporation
|
| |
Large Accelerated Filer ☒
|
| |
Accelerated Filer ☐
|
| |
Non-accelerated Filer ☐
|
| |
Smaller Reporting Company ☐
|
| |
Emerging Growth Company ☐
|
|
|
Commonwealth
Edison Company |
| |
Large Accelerated Filer ☐
|
| |
Accelerated Filer ☐
|
| |
Non-accelerated Filer ☒
|
| |
Smaller Reporting Company ☐
|
| |
Emerging Growth Company ☐
|
|
|
PECO Energy
Company |
| |
Large Accelerated Filer ☐
|
| |
Accelerated Filer ☐
|
| |
Non-accelerated Filer ☒
|
| |
Smaller Reporting Company ☐
|
| |
Emerging Growth Company ☐
|
|
|
Baltimore Gas and
Electric Company |
| |
Large Accelerated Filer ☐
|
| |
Accelerated Filer ☐
|
| |
Non-accelerated Filer ☒
|
| |
Smaller Reporting Company ☐
|
| |
Emerging Growth Company ☐
|
|
|
Potomac Electric
Power Company |
| |
Large Accelerated Filer ☐
|
| |
Accelerated Filer ☐
|
| |
Non-accelerated Filer ☒
|
| |
Smaller Reporting Company ☐
|
| |
Emerging Growth Company ☐
|
|
|
Delmarva Power &
Light Company |
| |
Large Accelerated Filer ☐
|
| |
Accelerated Filer ☐
|
| |
Non-accelerated Filer ☒
|
| |
Smaller Reporting Company ☐
|
| |
Emerging Growth Company ☐
|
|
|
Atlantic City
Electric Company |
| |
Large Accelerated Filer ☒
|
| | | | | | | |
Smaller Reporting Company ☐
|
| |
Emerging Growth Company ☐
|
|
| | |
Page
|
| |||
| | | | 1 | | | |
| | | | 1 | | | |
| | | | 2 | | | |
| | | | 2 | | | |
| | | | 2 | | | |
| | | | 2 | | | |
| | | | 2 | | | |
| | | | 3 | | | |
| | | | 19 | | | |
| | | | 21 | | | |
| | | | 21 | | | |
| | | | 21 | | | |
| | | | 22 | | |
Renewal Fund Requirement
|
| ||||||||||||||||||||||||
Year
|
| |
Amount
(in millions) |
| |
Year
|
| |
Amount
(in millions) |
| |
Year
|
| |
Amount
(in millions) |
| |||||||||
1989
|
| | | $ | 140.7 | | | | 1994 | | | | $ | 193.6 | | | | 2004 | | | | $ | 270.7 | | |
1990
|
| | | | 1.0 | | | | 1995 | | | | | 15.0* | | | | | | | | | | | |
1993
|
| | | | 50.9 | | | | 1996 | | | | | 139.9* | | | | | | | | | | | |
|
SEC registration fee
|
| | | $ | 1,062,720 | | |
|
Listing fees and expenses
|
| | | $ | * | | |
|
Accounting fees and expenses
|
| | | $ | * | | |
|
Printing and engraving expenses
|
| | | $ | * | | |
|
Legal fees and expenses
|
| | | $ | * | | |
|
Trustee fees
|
| | | $ | * | | |
|
Miscellaneous
|
| | | $ | * | | |
|
Total
|
| | | $ | * | | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ John F. Young
John F. Young
|
| |
Director and Chairman
|
| |
February 20, 2024
|
|
|
/s/ Anthony K. Anderson
Anthony K. Anderson
|
| |
Director
|
| |
February 20, 2024
|
|
|
/s/ Anna Richo
Anna Richo
|
| |
Director
|
| |
February 20, 2024
|
|
|
/s/ W. Paul Bowers
W. Paul Bowers
|
| |
Director
|
| |
February 20, 2024
|
|
|
/s/ Marjorie Rodgers Cheshire
Marjorie Rodgers Cheshire
|
| |
Director
|
| |
February 20, 2024
|
|
|
/s/ Matthew Rogers
Matthew Rogers
|
| |
Director
|
| |
February 20, 2024
|
|
|
/s/ Linda P. Jojo
Linda P. Jojo
|
| |
Director
|
| |
February 20, 2024
|
|
|
/s/ Charisse R. Lillie
Charisse R. Lillie
|
| |
Director
|
| |
February 20, 2024
|
|
|
/s/ Bryan Segedi
Bryan Segedi
|
| |
Director
|
| |
February 20, 2024
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Calvin G. Butler
Calvin G. Butler
|
| |
Director and Chair
|
| |
February 20, 2024
|
|
|
/s/ Ricardo Estrada
Ricardo Estrada
|
| |
Director
|
| |
February 20, 2024
|
|
|
/s/ Zaldwaynaka Scott
Zaldwaynaka Scott
|
| |
Director
|
| |
February 20, 2024
|
|
|
/s/ Smita Shah
Smita Shah
|
| |
Director
|
| |
February 20, 2024
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Calvin G. Butler
Calvin G. Butler
|
| |
Director and Chair
|
| |
February 20, 2024
|
|
|
/s/ Rodney Oddoye
Rodney Oddoye
|
| |
Director
|
| |
February 20, 2024
|
|
|
/s/ Elizabeth O’Donnell
Elizabeth O’Donnell
|
| |
Director
|
| |
February 20, 2024
|
|
|
/s/ Tamla Olivier
Tamla Olivier
|
| |
Director
|
| |
February 20, 2024
|
|
Exhibit 4.3
This instrument was prepared by,
and when recorded should be
returned to:
Richard W. Astle
Sidley Austin LLP
One South Dearborn Street
Chicago, Illinois 60603
INSTRUMENT
OF
RESIGNATION, APPOINTMENT AND ACCEPTANCE
DATED AS OF FEBRUARY 23, 2023
EXECUTED BY
BNY Mellon Trust Company of Illinois
Commonwealth Edison Company
D.G. DONOVAN
and
The Bank of New York Mellon Trust Company, National Association.
UNDER THE PROVISIONS OF THE
MORTGAGE OF COMMONWEALTH EDISON COMPANY,
DATED JULY 1, 1923, AND INDENTURES
SUPPLEMENTAL THERETO
Reflecting
the Resignation of BNY Mellon Trust Company
of Illinois as Trustee and the Resignation
of D.G. Donovan as Co-Trustee
and the Appointment of The Bank of New York
Mellon Trust Company, National
Association, as Successor Trustee
This Instrument of Resignation, Appointment and Acceptance (this “Instrument”), dated as of the 23rd day of February, 2023, among BNY Mellon Trust Company of Illinois, a trust company organized and existing under the laws of the State of Illinois (the “Resigning Trustee”) having an address at 2 North LaSalle Street, Suite 700, Chicago, Illinois 60602, D.G. DONOVAN (the “Resigning Co-Trustee” and, together with the Resigning Trustee, the “Resigning Trustees”), Commonwealth Edison Company, a corporation organized and existing under the laws of the State of Illinois (the “Company”) having an address at 10 South Dearborn Street, 49th floor, Chicago, Illinois 60603, and The Bank of New York Mellon Trust Company, National Association, a national banking association organized and existing under the laws of the United States of America (the “Successor Trustee”) having an address at 2 North LaSalle Street, Suite 700, Chicago, Illinois 60602.
W I T N E S S E T H:
WHEREAS, the Resigning Trustee has previously indicated its intent to resign as trustee under the Mortgage dated July 1, 1923, as amended and supplemented by Supplemental Indenture dated August 1, 1944 and by subsequent supplemental indentures (the “Mortgage”); and the Company shall cause notice thereof to be published as required by the provision of Section 15.06 of the Mortgage and to be given to the holders of bonds outstanding under the Mortgage as required by the provisions of Section 15.10(c) of the Mortgage; and
WHEREAS, the Resigning Co-Trustee has previously indicated its intent to resign as co-trustee under the Mortgage; and
WHEREAS, pursuant to a resolution of the Executive Committee of its Board of Directors, the Company has determined to appoint the Successor Trustee to serve as successor trustee to the Resigning Trustee under the provisions of the Mortgage; and
WHEREAS, by this Instrument, the Resigning Trustee desires to confirm its resignation as trustee, the Company desires to confirm its appointment of the Successor Trustee as trustee, and the Successor Trustee desires to confirm its acceptance of its appointment as trustee under the provision of the Mortgage;
NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree and confirm as follows:
1. The Resigning Trustee hereby confirms its resignation as Trustee (as such term is used in the Mortgage) under the Mortgage and the Resigning Co-Trustee hereby confirms its resignation as Co-Trustee (as such term is used in the Mortgage) under the Mortgage. Each such resignation shall be effective as provided in Section 4 of this Instrument.
2. The Company hereby confirms its appointment of the Successor Trustee to serve as Trustee under the Mortgage as successor to the Resigning Trustee. Such appointment shall be effective as provided in Section 4 of this Instrument.
3. The Successor Trustee hereby confirms its acceptance of its appointment as Trustee under the Mortgage and its acceptance of the estates, properties, authority, rights, trusts, powers, duties and obligations of the Resigning Trustees, as Trustees, under the Mortgage. Such acceptance shall be effective as provided in Section 4 of this Instrument.
2
4. The resignations referred to in Section 1, the appointment referred to in Section 2 and the acceptance referred to in Section 3 shall be effective as of ________, 2023.
5. The Company, for the equal and proportionate benefit and security of the holders of all bonds at any time issued under the Mortgage, hereby confirms the lien of the Mortgage upon, and hereby grants, bargains, sells, transfers, assigns, pledges, mortgages, warrants and conveys unto the Trustees, all property of the Company and all property hereafter acquired by the Company, other than (in each case) property which, by virtue of any of the provisions of the Mortgage, is excluded from such lien, and hereby confirms the title of the Trustees (as set forth in the Mortgage) in and to all such property. Without in any way limiting or restricting the generality of the foregoing, there is specifically included within the confirmation of lien and title hereinabove expressed the property of the Company legally described on Exhibit A attached hereto and made a part hereof.
6. This Instrument may be executed and acknowledged in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.
3
IN WITNESS WHEREOF, each of said parties has caused this Instrument to be executed in its name by a duly authorized representative, and attested by a duly authorized representative, all as of the day and year first above written.
BNY MELLON TRUST COMPANY OF ILLINOIS | ||
By: | /s/ | |
D.G. Donovan | ||
ATTEST: | Vice President | |
Ann M. Dolezal | ||
Director | ||
D.G. DONOVAN, as Resigning Co-Trustee | ||
COMMONWEALTH EDISON COMPANY | ||
By: | /s/ | |
ATTEST: | Elisabeth Graham | |
Senior Vice President, Chief Financial Officer and Treasurer | ||
Elizabeth Hensen | ||
Assistant Secretary | ||
THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION | ||
By: | /s/ | |
D.G. Donovan | ||
ATTEST: | Vice President | |
Ann M. Dolezal | ||
Vice President |
4
STATE OF ILLINOIS | ) |
) SS. | |
COUNTY OF COOK | ) |
I, Savas Apostolakis, a Notary Public in and for the State aforesaid, DO HEREBY CERTIFY that D.G. Donovan, a Vice President of BNY Mellon Trust Company of Illinois, a trust company duly organized and existing under the laws of the State of Illinois, one of the parties described in and which executed the foregoing instrument and Ann M. Dolezal, a Director of said trust company and D.G. Donovan, as Resigning Co-Trustee, each of which who is both personally known to me or proved on the basis of sufficient identification to be the same person whose name is subscribed to the foregoing instrument as such Vice President and Director, respectively, of said trust company and D.G. Donovan, as Resigning Co-Trustee, appeared before me this day in person and severally acknowledged that they signed, executed and delivered said instrument as their free and voluntary act as such Vice President and Director, respectively, of said trust company as the free and voluntary act of said trust company and D.G. Donovan, as Resigning Co-Trustee signed, executed and delivered said instrument, for the uses and purposes therein set forth.
Given under my hand and notarial seal this 23rd day of February, A.D. 2023.
Savas Apostolakis | |
Notary Public | |
(NOTARIAL SEAL) | |
My Commission expires 3/25/2026. |
5
STATE OF ILLINOIS | ) |
) SS. | |
COUNTY OF COOK | ) |
I, [·], a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that ELISABETH GRAHAM, Senior Vice President, Chief Financial Officer and Treasurer of Commonwealth Edison Company, a corporation organized and existing under the laws of the State of Illinois, one of the parties described in and which executed the foregoing instrument, and ELIZABETH HENSEN, an Assistant Secretary of said corporation, who are both personally known to me to be the same persons whose names are subscribed to the foregoing instrument as such Senior Vice President, Chief Financial Officer and Treasurer and Assistant Secretary, respectively, and who are both personally known to me to be Senior Vice President, Chief Financial Officer and Treasurer and an Assistant Secretary, respectively, of said corporation, appeared before me this day in person and severally acknowledged that they signed, executed and delivered said instrument as their free and voluntary act as such Senior Vice President, Chief Financial Officer and Treasurer and Assistant Secretary, respectively, of said corporation, and as the free and voluntary act of said corporation, for the uses and purposes therein set forth.
Given under my hand and notarial seal this ___ day of _____________, A.D. 2023.
[·] | |
Notary Public | |
(NOTARIAL SEAL) | |
My Commission expires [·]. |
6
STATE OF ILLINOIS | ) |
) SS. | |
COUNTY OF COOK | ) |
I, Savas Apostolakis, a Notary Public in and for the State aforesaid, DO HEREBY CERTIFY that D.G. Donovan, a Vice President of The Bank of New York Mellon Trust Company, National Association, a national banking association organized and existing under the laws of the United States of America, one of the parties described in and which executed the foregoing instrument, and Ann M. Dolezal, a Vice President of said national banking association, who are both personally known to me or proved on the basis of sufficient identification to be the same persons whose names are subscribed to the foregoing instrument as such Vice President and Vice President, respectively, of said national banking association, appeared before me this day in person and severally acknowledged that they signed, executed and delivered said instrument as their free and voluntary act of said national banking association, for the uses and purposes therein set forth.
Given under my hand and notarial seal this 23rd day of February, A.D. 2023.
Savas Apostolakis | |
Notary Public | |
(NOTARIAL SEAL) | |
My Commission expires 3/25/2026. |
7
EXHIBIT A
LEGAL DESCRIPTIONS
See attached.
8
NOTICE TO THE HOLDERS
OF
COMMONWEALTH EDISON COMPANY
FIRST MORTGAGE BONDS
Notice is hereby given pursuant to the Mortgage dated July 1, 1923 of Commonwealth Edison Company (the “Company”) to BNY Mellon Trust Company of Illinois, as trustee (the “Trustee”) and D.G. Donovan, as co-trustee (the “Co-Trustee”), as amended and supplemented, that the Trustee is resigning as Trustee under the Mortgage and the Co-Trustee is resigning as Co-Trustee under the Mortgage and the Company has appointed The Bank of New York Mellon Trust Company, National Association, as successor Trustee. The resignation of BNY Mellon Trust Company of Illinois as Trustee, the resignation of the D.G. Donovan as Co-Trustee and the appointment of The Bank of New York Mellon Trust Company, National Association, as successor Trustee, will be effective on [·], 2023.
On and after [], 2023, The Bank of New York Mellon Trust Company, National Association will take over the duties of Trustee, Registrar and Paying Agent. Any inquiries concerning these functions should be directed to The Bank of New York Mellon Trust Company, National Association as the address provided below:
The Bank of New York Mellon Trust Company, National Association
Attn: Corporate Trust Operations
2 North LaSalle Street – Suite 700
Chicago, Illinois 60602
THIS NOTICE IS FOR INFORMATIONAL PURPOSES ONLY. NO ACTION IS REQUIRED TO BE TAKEN BY THE BONDHOLDERS.
Dated [·], 2023.
Exhibit 5.1
| ||
![]() |
|
February 20, 2024
Exelon Corporation P.O. Box 805379 Chicago, Illinois 60680-5379 |
Commonwealth Edison Company 10 South Dearborn Street Chicago, Illinois 60603-2300
|
Potomac Electric Power Company Washington, District of Columbia 20068 |
Re: Post Effective Amendment No. 1 to Registration Statement on Form S-3
Ladies and Gentlemen:
We refer to the Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (the “Registration Statement”) being filed by Exelon Corporation, a Pennsylvania corporation (“Exelon”), Commonwealth Edison Company, an Illinois corporation (“ComEd”), PECO Energy Company, a Pennsylvania corporation, Baltimore Gas and Electric Company, a Maryland corporation, Potomac Electric Power Company, a District of Columbia and Virginia corporation (“Pepco”), Delmarva Power & Light Company, a Delaware and Virginia corporation and Atlantic City Electric Company, a New Jersey corporation, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to $7,200,000,000 of (a) debt securities (“Exelon Debt Securities”), shares of common stock (“Exelon Common Stock”), stock purchase contracts (“Exelon Stock Purchase Contracts”), stock purchase units (“Exelon Stock Purchase Units”), and shares of preferred stock (“Exelon Preferred Stock”), which may be sold from time to time by Exelon, (b) first mortgage bonds (“ComEd Mortgage Bonds”), which may be sold from time to time by Commonwealth Edison Company and (c) first mortgage bonds (“Pepco Mortgage Bonds”), which may be sold from time to time by Pepco, in each case in amounts, at prices and on terms to be determined at the time of an offering (collectively, the “Securities”).
Unless otherwise specified in the applicable prospectus supplement, the Exelon Debt Securities will be issued under an Indenture (the “Exelon Indenture”) between Exelon and The Bank of New York Mellon, as trustee, dated as of June 11, 2015.
Unless otherwise specified in the applicable prospectus supplement, the ComEd Mortgage Bonds will be issued under ComEd’s Mortgage (the “ComEd Mortgage”), dated as of July 1, 1923, as amended and supplemented, between ComEd and BNY Mellon Trust Company of Illinois (current successor to Illinois Merchants Trust Company), as trustee, and D.G. Donovan, as co-trustee.
Unless otherwise specified in the applicable prospectus supplement, the Pepco Mortgage Bonds will be issued pursuant to the Mortgage and Deed of Trust dated as of July 1, 1936, between Pepco and The Bank of New York Mellon, as trustee, as amended and supplemented (the “Pepco Mortgage”).
In rendering the opinions expressed below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement and all exhibits thereto and such corporate records and other agreements, documents and instruments, and such certificates or comparable documents of public officials and officers and representatives of the registrants and have made such inquiries of such officers and representatives and have considered such matters of law as we have deemed appropriate as the basis for the opinion hereinafter set forth. We have also assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination.
In rendering the opinions expressed below, we have assumed that (a) the Registration Statement has become effective under the Act, (b) a prospectus supplement with respect to the applicable Securities shall have been filed with the Commission in compliance with the Act and the rules and regulations thereunder, (c) the applicable Securities have been duly and properly authorized for issuance, (d) all instruments relating to the applicable Securities have been duly and properly authorized and properly executed and delivered and (e) the terms of the applicable Securities have been duly and properly established in conformity with the applicable instruments so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon Exelon, Generation, ComEd, PECO, BGE, Pepco, DPL or ACE, as applicable, and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over Exelon, Generation, ComEd, PECO, BGE, Pepco, DPL or ACE, as applicable.
Based on the foregoing, we are of the opinion that:
1. When a series of Exelon Debt Securities shall have been duly and properly executed and authenticated in accordance with the Exelon Indenture and duly and properly issued and delivered by Exelon in the manner contemplated in any prospectus supplement relating thereto to the purchasers thereof against payment of the agreed consideration therefor, each series of Exelon Debt Securities will constitute valid and binding obligations of Exelon, enforceable in accordance with their terms, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity).
2. When the shares of Exelon Common Stock have been duly and properly issued, sold and delivered as contemplated in any prospectus supplement relating thereto, the shares of Exelon Common Stock (including any Exelon Common Stock duly issued pursuant to Stock Purchase Contracts), will be legally issued, fully paid and non-assessable.
3. When the Exelon Stock Purchase Contracts have been duly and properly executed and issued in accordance with the Stock Purchase Contract Agreement relating to such Exelon Stock Purchase Contracts and issued and sold in the form and in the manner contemplated in any prospectus supplement relating thereto, such Exelon Stock Purchase Contracts will constitute valid and binding obligations of Exelon, enforceable in accordance with their terms, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity).
4. When (a) the collateral has been deposited with the collateral agent in accordance with the applicable collateral arrangements and (b) the Exelon Stock Purchase Contracts have been duly and properly executed and issued in accordance with the Stock Purchase Contract Agreement relating to such Exelon Stock Purchase Contracts, and issued and sold in the form and in the manner contemplated in the any prospectus supplement relating thereto, the Exelon Stock Purchase Units will constitute valid and binding obligations of Exelon, enforceable in accordance with their terms, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity).
5. When (a) a Statement with Respect to Shares of Exelon classifying the Exelon Preferred Stock and setting forth the terms thereof has been duly and properly authorized, executed and filed with the Secretary of the Commonwealth of Pennsylvania, Department of State and (b) the shares of Exelon Preferred Stock have been duly and properly issued and paid for in the manner contemplated in any prospectus supplement relating thereto, the shares of Exelon Preferred Stock will be legally issued, fully paid and non-assessable.
6. When a series of ComEd Mortgage Bonds have been duly and properly executed and authenticated in accordance with the ComEd Mortgage and duly and properly issued and delivered by ComEd in the manner contemplated in any prospectus supplement relating thereto to the purchasers thereof against payment of the agreed consideration therefor, the ComEd Mortgage Bonds will constitute binding obligations of ComEd, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity).
7. When a series of Pepco Mortgage Bonds have been duly and properly executed and authenticated in accordance with the Pepco Mortgage and duly and properly issued and delivered by Pepco in the manner contemplated in any prospectus supplement relating thereto to the purchasers thereof against payment of the agreed consideration therefor, the Pepco Mortgage Bonds will constitute binding obligations of Pepco, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity).
We express no opinion as to the law of any jurisdiction other than the laws of the Commonwealth of Pennsylvania, the State of Illinois and the State of New York. We did not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states. We undertake no responsibility to update or supplement this opinion in response to changes in law or future events or circumstances.
This opinion is being furnished in accordance with the requirements of Item 601 of Regulation S-K promulgated under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.
We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the references to this firm under the heading “Legal Matters” in the Prospectus included in the Registration Statement. This opinion is not to be used, circulated, quoted, referred to or relied upon by any other person or for any other purpose without our prior written consent. In giving this consent, we do not thereby admit that we are “experts” within the meaning of the Securities Act of 1933, as amended.
Very truly yours, | |
/s/ Ballard Spahr LLP | |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Exelon Corporation of our report dated February 14, 2023 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in Exelon Corporation's Annual Report on Form 10-K for the year ended December 31, 2022. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 20, 2024
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Commonwealth Edison Company of our report dated February 14, 2023 relating to the financial statements and financial statement schedule, which appears in Commonwealth Edison Company's Annual Report on Form 10-K for the year ended December 31, 2022. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 20, 2024
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Potomac Electric Power Company of our report dated February 14, 2023 relating to the financial statements and financial statement schedule, which appears in Potomac Electric Power Company's Annual Report on Form 10-K for the year ended December 31, 2022. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 20, 2024
Exhibit 25.2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) ¨
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
95-3571558 | |
(Jurisdiction of incorporation | (I.R.S. employer |
if not a U.S. national bank) | identification no.) |
333 South Hope Street | |
Suite 2525 | |
Los Angeles, California | 90071 |
(Address of principal executive offices) | (Zip code) |
Commonwealth Edison Company
(Exact name of obligor as specified in its charter)
Illinois | 36-0938600 |
(State or other jurisdiction of | (I.R.S. employer |
incorporation or organization) | identification no.) |
10 South Dearborn Street | |
Chicago, Illinois | 60603-2300 |
(Address of principal executive offices) | (Zip code) |
First Mortgage Bonds
(Title of the indenture securities)
1. | General information. Furnish the following information as to the trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address | |
Comptroller of the Currency United States Department of the Treasury | Washington, DC 20219 | |
Federal Reserve Bank | San Francisco, CA 94105 | |
Federal Deposit Insurance Corporation | Washington, DC 20429 |
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").
1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). |
2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). |
3. | A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875). |
- 2 - |
4. | A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762). |
6. | The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875). |
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
- 3 - |
SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 14th day of February, 2024.
THE BANK OF NEW YORK MELLON | |||
TRUST COMPANY, N.A. | |||
By: | /s/Ann M. Dolezal | ||
Name: | Ann M. Dolezal | ||
Title: | Vice President |
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
of 333 South Hope Street, Suite 2525, Los Angeles, CA 90071
At the close of business December 31, 2023, published in accordance with Federal regulatory authority instructions.
Dollar amounts | ||||
in thousands | ||||
ASSETS | ||||
Cash and balances due from depository institutions: | ||||
Noninterest-bearing balances and currency and coin | 2,559 | |||
Interest-bearing balances | 331,039 | |||
Securities: | ||||
Held-to-maturity securities | 0 | |||
Available-for-sale debt securities | 524 | |||
Equity securities with readily determinable fair values not held for trading | 0 | |||
Federal funds sold and securities purchased under agreements to resell: | ||||
Federal funds sold in domestic offices | 0 | |||
Securities purchased under agreements to resell | 0 | |||
Loans and lease financing receivables: | ||||
Loans and leases held for sale | 0 | |||
Loans and leases, held for investment | 0 | |||
LESS: Allowance for loan and lease losses | 0 | |||
Loans and leases held for investment, net of allowance | 0 | |||
Trading assets | 0 | |||
Premises and fixed assets (including capitalized leases) | 13,138 | |||
Other real estate owned | 0 | |||
Investments in unconsolidated subsidiaries and associated companies | 0 | |||
Direct and indirect investments in real estate ventures | 0 | |||
Intangible assets | 856,313 | |||
Other assets | 114,683 | |||
Total assets | $ | 1,318,256 |
1
LIABILITIES | ||||
Deposits: | ||||
In domestic offices | 1,264 | |||
Noninterest-bearing | 1,264 | |||
Interest-bearing | 0 | |||
Federal funds purchased and securities sold under agreements to repurchase: | ||||
Federal funds purchased in domestic offices | 0 | |||
Securities sold under agreements to repurchase | 0 | |||
Trading liabilities | 0 | |||
Other borrowed money: | ||||
(includes mortgage indebtedness and obligations under capitalized leases) | 0 | |||
Not applicable | ||||
Not applicable | ||||
Subordinated notes and debentures | 0 | |||
Other liabilities | 263,286 | |||
Total liabilities | 264,550 | |||
Not applicable |
EQUITY CAPITAL | ||||
Perpetual preferred stock and related surplus | 0 | |||
Common stock | 1,000 | |||
Surplus (exclude all surplus related to preferred stock) | 106,539 | |||
Not available | ||||
Retained earnings | 946,167 | |||
Accumulated other comprehensive income | 0 | |||
Other equity capital components | 0 | |||
Not available | ||||
Total bank equity capital | 1,053,706 | |||
Noncontrolling (minority) interests in consolidated subsidiaries | 0 | |||
Total equity capital | 1,053,706 | |||
Total liabilities and equity capital | 1,318,256 |
I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
Matthew J. McNulty | ) | CFO |
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
Antonio I. Portuondo, President | ) | |
Loretta A. Lundberg, Managing Director | ) | Directors (Trustees) |
Jon M. Pocchia, Managing Director | ) |
2
EXHIBIT 107.1
Calculation of Filing Fee Tables
S-3
(Form Type)
EXELON CORPORATION
COMMONWEALTH
EDISON COMPANY
POTOMAC ELECTIC POWER COMPANY
(Exact Name of Registrant as Specified in its Charter)
Not applicable
(Translation of Registrant’s Name into English)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate | Amount
of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial effective date |
Filing
Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |
Newly Registered Securities | ||||||||||||
Fees to Be Paid | Debt | Exelon Corporation Debt Securities | 457(o) | (1) | (1) | (2) | 0.0001476 | (2) | ||||
Fees to Be Paid | Equity | Exelon Corporation Common Stock | 457(o) | (1) | (1) | (2) | 0.0001476 | (2) | ||||
Fees to Be Paid | Equity | Exelon Corporation Stock Purchase Contracts | 457(o) | (1) | (1) | (2) | 0.0001476 | (2) | ||||
Fees to Be Paid | Equity | Exelon Corporation Stock Purchase Units | 457(o) | (1) | (1) | (2) | 0.0001476 | (2) | ||||
Fees to Be Paid | Equity | Exelon Corporation Preferred Stock | 457(o) | (1) | (1) | (2) | 0.0001476 | (2) | ||||
Fees to Be Paid | Equity | Exelon Corporation Depositary Shares | 457(o) | (1) | (1) | (2) | 0.0001476 | (2) | ||||
Fees to Be Paid | Debt | Commonwealth Edison Company Debt Securities | 457(o) | (1) | (1) | (2) | 0.0001476 | (2) | ||||
Fees to Be Paid | Debt | Potomac Electric Power Company Debt Securities | 457(o) | (1) | (1) | (2) | 0.0001476 | (2) | ||||
Fees to Be Paid | Unallocated Universal Shelf | 457(0) | $7,200,000,000(2) | 0.0001476 | $1,062,720(2) | |||||||
Fees Previously Paid | ||||||||||||
Carry Forward Securities | ||||||||||||
Carry Forward Securities | ||||||||||||
Total Offering Amounts | $7,200,000,000 | $1,062,720 | ||||||||||
Total Fees Previously Paid | ||||||||||||
Total Fee Offsets | ||||||||||||
Net Fee Due | $1,062,720 |
(1) | There is being registered hereby such indeterminate amount of the identified classes of securities as may from time to time be issued at indeterminate prices. The amount registered, the proposed maximum offering price per unit, the maximum aggregate offering price and the amount of registration fee are not specified as to each class of securities being registered. The proposed maximum offering price per unit will be determined from time to time by the registrants in connection with the issuance of securities registered under the registration statement to which this Exhibit 107 relates (the “Registration Statement”). |
(2) | The maximum aggregate offering price of all securities reflected in the table above has been estimated solely for purposes of calculating a registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). In no event will the aggregate offering price of the securities issued under the Registration Statement exceed the amount registered. | |
1
//ANT=S)-
OF8SLSSCUQ3BH;&X X.1D=#2TW
M:N_=@;L8SCG%+@9SCGUI-B\?*.#D<=#2A0"2 3R?>EHHHHHHHK!N?#IF34
MA@3[5<13*0F-@3R\C\?+_7VJS;:9/;ZG]J#0X,"0$8.<*S'.>YPWY\TV\TF:
MYU.2X46@1K=X02AW_,.