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POM > SEC Filings for POM > Form 8-K on 1-Aug-2014All Recent SEC Filings

Show all filings for PEPCO HOLDINGS INC

Form 8-K for PEPCO HOLDINGS INC


1-Aug-2014

Results of Operations and Financial Condition, Unregistered Sale of Equity Sec


Item 2.02. Results of Operations and Financial Condition.

On August 1, 2014, Pepco Holdings, Inc. (Pepco Holdings) issued a news release announcing its operating results for the second quarter of 2014. The news release is furnished as Exhibit 99 to this Form 8-K. The information being furnished pursuant to this Item 2.02, including Exhibit 99, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the Securities Act), except as shall be expressly set forth by specific reference in such filing. Exhibit 99 is hereby incorporated by reference in response to this Item 2.02.



Item 3.02. Recent Sales of Unregistered Securities.

On July 29, 2014, Pepco Holdings issued 1,800 originally issued shares of non-voting, non-convertible and non-transferable Series A preferred stock, par value $0.01 per share (the Preferred Stock), for a purchase price of $18,000,000. The Preferred Stock was issued in connection with that certain Subscription Agreement (the Subscription Agreement), dated April 29, 2014, between Pepco Holdings and Exelon Corporation, a Pennsylvania corporation (Exelon), pursuant to which Pepco Holdings issued to Exelon on April 30, 2014, 9,000 originally issued shares of Preferred Stock for a purchase price of $90,000,000. The Subscription Agreement was entered into in connection with the execution of that certain Agreement and Plan of Merger, dated April 29, 2014, as amended and restated on July 18, 2014, among Exelon, Purple Acquisition Corp., an indirect, wholly-owned subsidiary of Exelon (Merger Sub), and Pepco Holdings, providing for the merger of Merger Sub with and into Pepco Holdings, with Pepco Holdings surviving the merger as an indirect, wholly-owned subsidiary of Exelon. Under the terms of the Subscription Agreement, Exelon also committed to purchase 1,800 originally issued shares of Preferred Stock for a purchase price of $18,000,000 at the end of each 90 day period following the date of the Subscription Agreement, up to a maximum of 18,000 shares of Preferred Stock, for a maximum aggregate consideration of $180,000,000. There are currently 10,800 shares of Preferred Stock issued and outstanding, all of which are held by Exelon.

The issuance of the Preferred Stock was exempt from the registration requirement of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof because such issuance did not involve a public offering.



Item 8.01. Other Events.

The information set forth above in response to Item 3.02 of this Form 8-K is hereby incorporated by reference herein in response to this Item 8.01.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is furnished herewith:

Exhibit No. Description of Exhibit

99 News Release of Pepco Holdings, Inc., dated August 1, 2014

The following exhibits are filed herewith:

                Exhibit No.    Description of Exhibit

                    4          Certificate of Series A Non-Voting Non-Convertible
                               Preferred Stock (incorporated by reference from Exhibit 4.1
                               to Pepco Holdings, Inc.'s Form 8-K, April 30, 2014)

                    10         Subscription Agreement, dated April 29, 2014, by and
                               between Pepco Holdings, Inc. and Exelon Corporation
                               (incorporated by reference from Exhibit 2.2 to Pepco
                               Holdings, Inc.'s Form 8-K, April 30, 2014)

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