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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
June 18, 2003
(Date of earliest
event reported)
Exhibit 99
[EXELON LOGO]
News Release
From: Exelon Corporation For Immediate Release
Corporate Communications ---------------------
P.O. Box 805379
Chicago, IL 60680-5379
Contact: Linda Marsicano, 312.394.3099
Linda.marsicano@exeloncorp.com
Exelon Corporation Announces Agreement to Sell Its Subsidiary, InfraSource,
to GFI Energy Ventures LLC and Oaktree Capital Management LLC
CHICAGO (June 18, 2003) - Exelon Corporation, parent company of InfraSource
Incorporated, announced today that it has entered into an agreement to sell the
electric construction and services, underground and telecom businesses of
InfraSource, Incorporated to GFI Energy Ventures LLC and Oaktree Capital
Management LLC. InfraSource (formerly Exelon Infrastructure Services) is an
industry leader providing transmission and distribution infrastructure services
to the electric, gas, telecommunications and cable utilities, in addition to the
industrial market.
The sale price is expected to be $250 million of cash and a $30 million
subordinated note maturing with interest in 2011. The InfraSource companies
being divested are MJ Electric, InfraSource Underground, Electric Services Inc.,
Dashiell and Dacon, Blair Park Services/Sunesys and RJE Telecom.
"This divestiture supports Exelon's corporate strategy to focus on our core
integrated utility businesses and is another step forward in The Exelon Way,"
said George Gilmore, Senior Vice President of Exelon and President of Exelon
Enterprises. "Exelon also believes this transaction is in the best interest of
InfraSource and its shareholders. GFI and Oaktree's knowledge of the industry
and enthusiasm for InfraSource will provide InfraSource with the support needed
to achieve its growth objective."
GFI Energy Ventures LLC has been an equity investor in established,
industry-leading companies serving the energy market since 1995. GFI has
originated over thirty investments in companies that provide the systems,
software, equipment and services needed by participants in the competitive
energy market. GFI is the co-general partner with Oaktree Capital Management,
LLC of the $454 million OCM/GFI Power Opportunities Fund, L.P. For more detailed
information, visit GFI's web site at www.gfienergy.com.
Oaktree Capital Management, LLC is a Los Angeles-based alternative investment
management and buyout firm, which manages over $26 billion for institutions and
wealthy individuals. Oaktree will invest in InfraSource through its private
equity group, which manages approximately $2.5 billion.
Merrill Lynch & Co. acted as financial advisor to InfraSource in connection with
this transaction and rendered a fairness opinion to its Board of Directors. Debt
financing for the transaction will be provided by Barclays Capital.
The agreement is subject to customary closing conditions, and is expected to
close in the third or fourth quarter of 2003 depending upon the timing of
regulatory approvals.
###
InfraSource is a leading national infrastructure services provider. The
company's services include design, engineering, construction and
maintenance services to the electric power, gas and telecommunications
industries. The company has annual revenues in excess of $500 million
and operations in over 30 states.
###
Exelon Corporation is one of the nation's largest electric utilities with
approximately 5 million customers and more than $15 billion in annual
revenues. The company has one of the industry's largest portfolios of
electricity generation capacity, with a nationwide reach and strong positions
in the Midwest and Mid-Atlantic. Exelon distributes electricity to
approximately 5 million customers in Illinois and Pennsylvania and gas to more
than 440,000 customers in the Philadelphia area. Exelon is headquartered
in Chicago and trades on the NYSE under the ticker EXC.