Exelon Corporation (NYSE:EXC) (“Exelon”) announced today the expiration
at 11:59 p.m., New York City time, on November 30, 2015 (the “Expiration
Date”), of its private offer to certain eligible holders to exchange (i)
new 3.950% notes due 2025 (the “new 2025 notes”) for any and all of its
outstanding 3.950% notes due 2025 (the “outstanding 2025 notes”); (ii)
new 4.950% notes due 2035 (the “new 2035 notes”) for any and all of its
outstanding 4.950% notes due 2035 (the “outstanding 2035 notes”); and
(iii) new 5.100% notes due 2045 (together with the new 2025 notes and
the new 2035 notes, the “new notes”) for any and all of its outstanding
5.100% notes due 2045 (the “outstanding 2045 notes” and, together with
the outstanding 2025 notes and the outstanding 2035 notes, the
“outstanding notes”) (the “Exchange Offer”).
The terms and conditions of the Exchange Offer were set forth in a
confidential offering memorandum dated October 29, 2015 (the “Offering
Memorandum”), and related letter of transmittal.
At the Expiration Date, according to D.F. King & Co., Inc., the exchange
agent for the Exchange Offer, the aggregate principal amount of
outstanding 2025 notes validly tendered and not withdrawn was
$807,082,000, the aggregate principal amount of outstanding 2035 notes
validly tendered and not withdrawn was $333,485,000, and the aggregate
principal amount of outstanding 2045 notes validly tendered and not
withdrawn was $741,001,000. Exelon has accepted all such outstanding
notes for exchange and expects to pay the total exchange consideration
with respect to such outstanding notes on December 2, 2015 (the
“Exchange Offer Settlement Date”).
On November 27, 2015, the Company issued a notice of redemption,
pursuant to the special optional redemption provisions of the
outstanding notes, for any outstanding notes not exchanged for new notes
in the Exchange Offer, at a redemption price equal to 101% of the
aggregate principal amount thereof, plus accrued and unpaid interest
from and including the date of initial issuance thereof (the
“Redemption”). The Company expects the Redemption to settle on the
Exchange Offer Settlement Date.
The new notes have not been registered under the Securities Act or any
state securities laws. The Exchange Offer is being made, and the new
notes will be issued, only to holders of existing notes that are (i)
“qualified institutional buyers” as that term is defined in Rule 144A
under the Securities Act in a private transaction in reliance upon an
exemption from the registration requirements of the Securities Act, or
(ii) not “U.S. persons” as that term is defined in Rule 902 under the
Securities Act, in offshore transactions in reliance upon Regulation S
under the Securities Act. The new notes will be subject to restrictions
on transferability and resale and may not be transferred or resold
except in compliance with the registration requirements of the
Securities Act or pursuant to an exemption therefrom and in compliance
with other applicable securities laws.
This press release is not an offer to sell nor a solicitation of an
offer to buy any securities in the United States or elsewhere. The new
notes have not been registered under the Securities Act and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act. The Exchange Offer is made only by, and pursuant to, the
terms set forth in the Offering Memorandum. The Exchange Offer is not
being made to persons in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities, blue
sky or other laws of such jurisdiction.
About Exelon Corporation
Exelon Corporation (NYSE:EXC) is the nation’s leading competitive energy
provider, with 2014 revenues of approximately $27.4 billion.
Headquartered in Chicago, Exelon does business in 48 states, the
District of Columbia and Canada. Exelon is one of the largest
competitive U.S. power generators, with approximately 32,000 megawatts
of owned capacity comprising one of the nation’s cleanest and
lowest-cost power generation fleets. The company’s Constellation
business unit provides energy products and services to more than 2.5
million residential, public sector and business customers, including
more than two-thirds of the Fortune 100. Exelon’s utilities deliver
electricity and natural gas to more than 7.8 million customers in
central Maryland (BGE), northern Illinois (ComEd) and southeastern
Pennsylvania (PECO).
Cautionary Statements Regarding Forward-Looking Information
Except for the historical information contained herein, certain of the
matters discussed in this communication constitute “forward-looking
statements” within the meaning of the Securities Act of 1933 and the
Securities Exchange Act of 1934, both as amended by the Private
Securities Litigation Reform Act of 1995. Words such as “believes,”
“anticipates,” “expects,” “intends,” “plans,” “predicts,” “estimates”
and similar expressions are intended to identify forward-looking
statements but are not the only means to identify those statements.
These forward-looking statements are based on assumptions, expectations
and assessments made by Exelon’s management in light of their experience
and their perception of historical trends, current conditions, expected
future developments and other factors they believe to be appropriate.
Any forward-looking statements are not guarantees of Exelon’s future
performance and are subject to risks and uncertainties.
The forward-looking statements contained herein are subject to risks and
uncertainties. The factors that could cause actual results to differ
materially from the forward-looking statements include: (a) those
factors discussed in the following sections of Exelon’s Annual Report on
Form 10-K: (1) ITEM 1A. Risk Factors, (2) ITEM 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations
and (3) ITEM 8. Financial Statements and Supplementary Data: Note 22;
(b) those factors discussed in the following sections of Exelon’s
Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2015: (1) Part I, Financial Information, ITEM 1. Financial Statements:
Note 17, (2) Part 1, Financial Information, ITEM 2. Management’s
Discussion and Analysis of Financial Condition and Results of Operations
and (3) Part II, Other Information, ITEM 1A. Risk Factors; (c) those
factors discussed in the following sections of Exelon’s Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2015: (1) Part 1,
Financial Information, ITEM 2. Management’s Discussion and Analysis of
Financial Condition and Results of Operations, (2) Part I, Financial
Information, ITEM 1. Financial Statements: Note 19 and (3) Part II,
Other Information, ITEM 1A. Risk Factors; (d) those factors discussed in
the following sections of Exelon’s Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2015: (1) Part 1, Financial
Information, ITEM 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations, (2) Part I, Financial Information,
ITEM 1. Financial Statements: Note 19 and (3) Part II, Other
Information, ITEM 1A. Risk Factors; and (e) other factors discussed in
other filings with the SEC by Exelon. In light of these risks,
uncertainties, assumptions and factors, the forward-looking events
discussed in this communication may not occur. Readers are cautioned not
to place undue reliance on these forward-looking statements, which apply
only as of the date of this communication. Exelon does not undertake any
obligation to publically release any revision to its forward-looking
statements to reflect events or circumstances after the date of this
communication. New factors emerge from time to time, and it is not
possible for Exelon to predict all such factors. Furthermore, it may not
be possible to assess the impact of any such factor on Exelon’s business
or the extent to which any factor, or combination of factors, may cause
results to differ materially from those contained in any forward-looking
statement. Any specific factors that may be provided should not be
construed as exhaustive.
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