Exelon Corporation (NYSE: EXC) (“Exelon”) announced today that it has
commenced a private exchange 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 (the “new 2045 notes” and,
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”) (each an
“Exchange Offer” and, collectively, the “Exchange Offer”).
The new notes will have substantially the same terms as the outstanding
notes, except that (i) the new notes are being offered pursuant to an
exemption from the registration requirements of the Securities Act of
1933, as amended (the “Securities Act”) and (ii) the outside date with
regard to the special redemption provisions is June 30, 2016, rather
than December 31, 2015, and under certain circumstances, can be further
extended to August 31, 2016.
The Exchange Offer will expire at 11:59 p.m., New York City time, on
November 30, 2015, unless extended (the “Expiration Date”). The Exchange
Offer’s early participation period will expire at 5:00 p.m., New York
City time, on November 13, 2015, unless extended (the “Early Tender
Date”). The Exchange Offer is subject to the satisfaction or waiver of
certain conditions, including each Exchange Offer being conditioned upon
the receipt of valid tenders of the relevant series of outstanding
notes, not withdrawn, of at least $250.0 million aggregate principal
amount of such series of outstanding notes on or prior to the Early
Tender Date (the “Minimum Participation Condition”). Exelon reserves the
right to waive any and all conditions to the Exchange Offer, including
the Minimum Participation Condition in respect of one or more series of
outstanding notes.
We currently expect to redeem any outstanding notes not exchanged in the
Exchange Offer, pursuant to the special redemption provisions thereof,
following the Expiration Date.
We have not registered the new notes 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. Documents relating to the Exchange Offer will
only be distributed to holders of outstanding notes that have returned a
certification letter to us that they are eligible to participate in the
Exchange Offer. Holders of outstanding notes who wish to receive a copy
of the eligibility letter for the Exchange Offer may contact D.F. King &
Co., Inc. toll free at (866) 530-8638, (212) 269-5550 (banks and
brokerage firms) or e-mail at exc@dfking.com.
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 related 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; and (d) 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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