			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
			November 8, 2023
			March 20, 2024
			Date of Report (Date of earliest event reported)

CommissionFile Number

Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number

IRS Employer Identification Number

001-01405

DELMARVA POWER & LIGHT COMPANY

51-0084283

(a Delaware and Virginia corporation)500 North Wakefield DriveNewark, Delaware 19702-5440(202) 872-2000

001-03559

ATLANTIC CITY ELECTRIC COMPANY

21-0398280

(a New Jersey corporation)500 North Wakefield DriveNewark, Delaware 19702-5440(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 1520, ~~2023~~2024, Atlantic City Electric Company (ACE) and Delmarva Power & Light Company (DPL) each entered into a Bond Purchase Agreement (the ACE Purchase Agreement and DPL Purchase Agreement, respectively) with certain institutional investors. See Item 2.03 below for a description of the bonds issued by ACE pursuant to the ACE Purchase Agreement and by DPL pursuant to the DPL Purchase Agreement on ~~November~~March 820, ~~2023~~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

OnACE ~~March 15, 2023, DPL entered into the DPL Purchase Agreement for the offer and sale of (i) $60 million aggregate principal amount of its First Mortgage~~ Bonds, 5.30% Series due March 15, 2033, (ii) $340 million aggregate principal amount of its First Mortgage Bonds, 5.45% Series due November 8, 2033 (the 2033 Bonds), (iii) $75 million aggregate principal amount of its First Mortgage Bonds, 5.55% Series due November 8, 2038 (the 2038 Bonds), (iv) $65 million aggregate principal amount of its First Mortgage Bonds, 5.57% Series due March 15, 2053 and (v) $110 million aggregate principal amount of its First Mortgage Bonds, 5.72% Series due November 8, 2053 (the 2053 Bonds and, together with the 2033 Bonds and the 2038 Bonds, the Subsequent DPL Bonds). The form of the Subsequent DPL Bonds is incorporated by reference as Exhibit 4.1.

~~The~~On ~~Subsequent~~March ~~DPL~~20, ~~Bonds~~2024, ~~were~~ACE ~~offered~~entered ~~and~~into ~~were~~the ~~sold~~ACE inPurchase ~~reliance~~Agreement onfor the ~~exemption~~offer ~~from~~and ~~registration~~sale ~~provided~~of ~~by Section 4~~(ai)~~(2)~~ of$75 ~~the~~million ~~Securities~~aggregate ~~Act~~principal amount of ~~1933,~~its asFirst ~~amended.~~Mortgage ~~The~~Bonds, ~~closing~~5.55% ofSeries ~~the~~due ~~sale~~March of20, 2054 (the ~~Subsequent~~Initial ~~DPL~~ACE Bonds), ~~occurred~~(ii) on$75 ~~November~~million 8aggregate principal amount of its First Mortgage Bonds, ~~2023~~5.29% ~~DPL~~Series ~~intends~~due toAugust ~~apply~~28, ~~the~~2034 ~~proceeds~~and of(iii) ~~the~~$100 ~~sale~~million ofaggregate ~~the~~principal ~~Subsequent~~amount ~~DPL~~of ~~Bonds~~its toFirst ~~repay~~Mortgage ~~existing~~Bonds, ~~indebtedness~~5.49% ~~and~~Series ~~for~~due ~~general~~August ~~corporate~~28, ~~purposes~~2039.

The ~~Subsequent~~Initial ~~DPL~~ACE Bonds were ~~issued~~offered ~~under~~ and were sold in ~~accordance~~reliance ~~with~~on the ~~Mortgage~~exemption ~~and~~from ~~Deed~~registration ofprovided ~~Trust,~~by ~~dated~~Section as4(a)(2) of ~~October~~the 1,Securities ~~1943,~~Act ~~from DPL to The Bank~~ of ~~New York Mellon (formerly The New York Trust Company) as successor trustee~~1933, as amended. ~~and~~The ~~supplemented~~closing byof ~~various~~the ~~instruments~~sale ~~including~~of ~~that certain Supplemental Indenture to~~ the ~~Mortgage~~Initial ~~and~~ACE ~~Deed~~Bonds ofoccurred ~~Trust,~~on ~~dated as of~~ March 120, ~~2023~~2024. ~~(the~~ACE ~~DPL~~intends ~~Supplemental~~to ~~Indenture),~~apply ~~establishing~~ the ~~terms~~proceeds of the ~~Subsequent~~sale ~~DPL Bonds. A copy~~ of the ~~DPL~~Initial ~~Supplemental~~ACE ~~Indenture~~Bonds ~~was filed as Exhibit 4.4~~ to ~~DPL’s~~repay ~~Current~~existing ~~Report~~indebtedness ~~on Form 8-K filed with the SEC on March 15, 2023~~ and isfor ~~incorporated~~general bycorporate ~~reference herein~~purposes.

~~Mizuho~~The ~~Securities~~Initial ~~USA~~ACE ~~LLC~~Bonds were issued under and ~~Scotia~~in ~~Capital~~accordance ~~(USA)~~with ~~Inc.~~the ~~acted~~Mortgage and Deed of Trust, dated as ~~joint~~of ~~lead~~January ~~placement~~15, ~~agents~~1937, infrom ~~connection~~ACE ~~with~~to ~~the~~The ~~proposed~~Bank ~~issuance~~of New York Mellon, ~~offering~~as successor trustee, as amended and ~~sale~~supplemented by ~~DPL~~various instruments including that certain Indenture Supplemental to the Mortgage and Deed of Trust, dated as of March 1, 2024 (the ~~Subsequent~~ACE ~~DPL~~Supplemental Indenture), establishing the terms of the Initial ACE Bonds. A copy of the ACE Supplemental Indenture is filed herewith as Exhibit 4.2.

DPL Bonds

On March 20, 2024, DPL entered into the DPL Purchase Agreement for the offer and sale of (i) $100 million aggregate principal amount of its First Mortgage Bonds, 5.24% Series due March 20, 2034 (the 2034 DPL Bonds) and (ii) $75 million aggregate principal amount of its First Mortgage Bonds, 5.55% Series due March 20, 2054 (together with the 2034 DPL Bonds, the DPL Bonds). The form of the DPL Bonds is filed herewith as Exhibit 4.3.

The DPL Bonds were offered and were sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The closing of the sale of the DPL Bonds occurred on March 20, 2024. DPL intends to apply the proceeds of the sale of the DPL Bonds to repay existing indebtedness and for general corporate purposes.

The DPL Bonds were issued under and in accordance with the Mortgage and Deed of Trust, dated as of October 1, 1943, from DPL to The Bank of New York Mellon, as successor trustee, as amended and supplemented by various instruments including that certain Supplemental Indenture to the Mortgage and Deed of Trust, dated as of March 1, 2024 (the DPL Supplemental Indenture), establishing the terms of the DPL Bonds. A copy of the DPL Supplemental Indenture is filed herewith as Exhibit 4.4.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.						Description
1.1						Bond Purchase Agreement, dated March 1520, ~~2023~~2024 among ~~DPL~~ACE and the purchasers signatory thereto ~~(File No. 001-01405, Form 8-K dated March 15, 2023, Exhibit 1.3)~~
4.1						Form of DPL Bonds (included in Exhibit 4.2)
1.2						Bond Purchase Agreement, dated March 20, 2024 among DPL and the purchasers signatory thereto
4.2						DPL Supplemental Indenture to the Mortgage and Deed of Trust, dated as of March 1, 2023 (File No. 001-01405, Form 8-K dated March 15, 2023, Exhibit 4.4)
4.1						Form of Initial ACE Bonds (included in Exhibit 4.2)
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
4.2						ACE Supplemental Indenture to the Mortgage and Deed of Trust, dated as of March 1, 2024
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
4.3						Form of DPL Bonds (included in Exhibit 4.4)
4.4						DPL Supplemental Indenture to the Mortgage and Deed of Trust, dated as of March 1, 2024
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* * * * *

This combined Current Report on Form 8-K is being furnished separately by Delmarva Power & Light Company and Atlantic City Electric Company (Registrants). Information contained herein relating to any individual Registrant has been furnished by such Registrant on its own behalf. No Registrant makes any representation as to information relating to any other Registrant.

This Current Report contains certain forward-looking statements within the meaning of federal securities laws 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 ~~DPL~~the Registrants include those factors discussed herein as well as the items discussed in (1) ~~DPL~~the Registrants's ~~2022~~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 18, Commitments and Contingencies; ~~(2) DPL's Third Quarter 2023 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~~ (c2) ~~Part I, ITEM 1. Financial Statements: Note 12, Commitments and Contingencies; and (3)~~ other factors discussed in filings with the Securities and Exchange Commission by ACE and DPL.

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. ~~DPL~~None of the Registrants undertakes noany 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~~each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DELMARVA POWER & LIGHT COMPANY /s/ ~~Phillip~~PHILLIP S. ~~Barnett~~BARNETT Phillip S. Barnett Senior Vice President, Chief Financial Officer and Treasurer ~~Delmarva~~ATLANTIC ~~Power~~CITY &ELECTRIC ~~Light~~COMPANY ~~Company~~/s/ PHILLIP S. BARNETT Phillip S. Barnett Senior Vice President, Chief Financial Officer and Treasurer

~~November~~March 820, ~~2023~~2024

EXHIBIT INDEX

Exhibit No.						Description
1.1						Bond Purchase Agreement, dated March 1520, ~~2023~~2024 among ~~DPL~~ACE and the purchasers signatory thereto ~~(File No. 001-01405, Form 8-K dated March 15, 2023, Exhibit 1.3)~~
4.1						Form of DPL Bonds (included in Exhibit 4.2)
1.2						Bond Purchase Agreement, dated March 20, 2024 among DPL and the purchasers signatory thereto
4.2						DPL Supplemental Indenture to the Mortgage and Deed of Trust, dated as of March 1, 2023 (File No. 001-01405, Form 8-K dated March 15, 2023, Exhibit 4.4)
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
4.3						Form of DPL Bonds (included in Exhibit 4.4)
4.4						DPL Supplemental Indenture to the Mortgage and Deed of Trust, dated as of March 1, 2024
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filing Compare · DELMARVA POWER & LIGHT CO /DE/