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ONCOR ELECTRIC DELIVERY CO LLC FILES (8-K) Disclosing Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

May 13, 2014

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

On May 13, 2014, Oncor Electric Delivery Company LLC ("Oncor") completed a sale of $250 million aggregate principal amount of its 2.15% Senior Secured Notes due 2019 (the "Notes"). Oncor intends to use the proceeds (net of the initial purchasers' discount, fees and expenses) of approximately $247.6 million from the sale of the Notes to repay borrowings under the Amended and Restated Revolving Credit Agreement dated as of October 11, 2011, among Oncor, JPMorgan Chase Bank, N.A., Barclays Bank PLC, The Royal Bank of Scotland PLC, Bank of America, N.A. and Citibank, N.A. and the other banks party thereto, and for general corporate purposes.

The Notes were issued pursuant to the provisions of an Indenture dated as of August 1, 2002 between Oncor and The Bank of New York Mellon Trust Company N.A. (as successor to The Bank of New York Mellon, formerly The Bank of New York), as trustee (the "Trustee") (as supplemented, the "Indenture") and an Officer's Certificate dated as of May 13, 2014 (the "Officer's Certificate") between Oncor and the Trustee. The Officer's Certificate establishes the terms of the Notes. The Notes constitute a separate series of notes under the Indenture, but will be treated together with Oncor's other outstanding debt securities issued under the Indenture for amendments and waivers and for taking certain other actions.

Oncor's obligations under the Notes are secured by a lien on all property acquired or constructed by Oncor for the transmission and distribution of electric energy, mortgaged as described under the Deed of Trust, Security Agreement and Fixture Filing (as amended, the "Deed of Trust") dated as of May 15, 2008, from Oncor to The Bank of New York Mellon Trust Company N.A. (as successor to The Bank of New York Mellon, formerly The Bank of New York), as collateral agent (the "Collateral Agent"), as described in the Deed of Trust.

The Notes bear interest, payable semi-annually, at a rate of 2.15% per annum. The Notes mature on June 1, 2019. Interest on the Notes is payable in cash semiannually in arrears on June 1 and December 1 of each year, and the first interest payment is due on December 1, 2014. Prior to May 1, 2019, Oncor may redeem the Notes at any time, in whole or in part, at a price equal to 100% of their principal amount, plus accrued and unpaid interest and a "make-whole" premium. On and after May 1, 2019, Oncor may redeem the Notes at any time, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest. The Notes, the Indenture and the Deed of Trust also contain customary events of default, including failure to pay principal or interest on the Notes when due, among others.

The Notes were sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. This current report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Notes.

In connection with the completion of the sale of the Notes, on May 13, 2014, Oncor entered into a Registration Rights Agreement with the representatives of the initial purchasers of the Notes (the "Registration Rights Agreement"). Under the Registration Rights Agreement, Oncor agreed, subject to certain exceptions, to file a registration statement with the Securities and Exchange Commission with respect to a registered offer to exchange the Notes for publicly registered notes (the "Exchange Offer Registration Statement"), or under certain circumstances, a shelf registration statement to cover resales of the Notes (the "Shelf Registration Statement"). Oncor agreed to use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act no later than 270 days after the issue date of the Notes and to consummate the exchange offer no later than 315 days after the issue date of the Notes. Oncor agreed to use commercially reasonable efforts to cause any Shelf Registration Statement to become or be declared effective within the later of 180 days after such Shelf Registration Statement filing obligation arises and 270 days after the issue date of the Notes.

If Oncor does not comply with certain of its obligations under the Registration Rights Agreement, the affected Notes will bear additional interest on the principal amount of the affected Notes at a rate of 0.50% per annum over the interest rate otherwise provided for under the Notes for the period during which the registration default continues, but not later than the second anniversary of the issue date of the Notes.

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A copy of the Indenture was filed by Oncor as an exhibit to its Form S-4 filed October 2, 2002 and a copy of Supplemental Indenture No. 1 dated May 15, 2008 between Oncor and the Trustee was filed by Oncor as an exhibit to its Form 10-Q filed May 15, 2008, which are incorporated by reference herein. A copy of the Deed of Trust was filed by Oncor as an exhibit to its Form10-Q filed May 15, 2008, the First Amendment to the Deed of Trust dated March 2, 2009 between Oncor and the Collateral Agent was filed by Oncor as an exhibit on its Form 10-K filed March 3, 2009, the Second Amendment to the Deed of Trust dated September 3, 2010 between Oncor and the Collateral Agent was filed by Oncor as an exhibit on its Form 8-K filed September 3, 2010, and the Third Amendment to the Deed of Trust dated November 10, 2011 between Oncor and the Collateral Agent was filed by Oncor as an exhibit to its Form 8-K filed November 15, 2011, which are incorporated by reference herein. The Officer's Certificate is attached as Exhibit 4.1 to this current report on Form 8-K and is incorporated herein by reference. The Registration Rights Agreement is attached as Exhibit 4.2 to this current report on Form 8-K and is incorporated herein by reference. The above description of the Indenture, as supplemented, the Deed of Trust, as amended, the Officer's Certificate, the Notes and the Registration Rights Agreement are qualified in their entirety by reference to the Indenture, the Deed of Trust, the Officer's Certificate, the Notes and the Registration Rights Agreement.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No. Description 4.1 Officer's Certificate, dated May 13, 2014, establishing the terms of Oncor's 2.15% Senior Secured Notes due 2019. 4.2 Registration Rights Agreement, dated May 13, 2014, among Oncor and the representatives of the initial purchasers of the Notes.



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Source: Edgar Glimpses


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