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
September 27, 2010
Date of Report (Date of earliest event reported)
| Commission File Number |
Exact Name of Registrant as Specified in Its Charter; State of Incorporation; Address of Principal Executive Offices; and Telephone Number |
IRS
Employer | ||
| 1-16169 | EXELON CORPORATION (a Pennsylvania corporation)
10 South Dearborn Street P.O. Box 805379 Chicago, Illinois 60680-5379 (312) 394-7398
|
23-2990190 | ||
| 333-85496
|
EXELON GENERATION COMPANY, LLC (a Pennsylvania limited liability company)
300 Exelon Way Kennett Square, Pennsylvania 19348-2473 (610) 765-5959
|
23-3064219
|
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)) |
Section 8 – Other Events
| Item 8.01. | Other Events. |
Sale of Senior Notes
On September 27, 2010, Exelon Generation Company, LLC (Generation) announced that it has agreed to sell $550 million of Senior Notes maturing on October 1, 2020, with a coupon of 4.00% (2020 Senior Notes) and $350 million of Senior Notes maturing on October 1, 2041, with a coupon of 5.75% (collectively, the Senior Notes). The sale of the Senior Notes is expected to close on September 30, 2010.
Generation intends to use the net proceeds from the sale of its Senior Notes to (1) fund a portion of the purchase price under the Purchase Agreement between Generation and Deere & Company dated August 30, 2010, pursuant to which Generation agreed to purchase all of the membership interests of John Deere Renewables, LLC, an owner and operator of 735 megawatts of operating wind electric generating facilities (Acquisition); (2) pay certain fees and expenses in connection with the Acquisition; and (3) for general purposes.
The 2020 Senior Notes are subject to a mandatory redemption provision which requires Generation to redeem the 2020 Senior Notes in the event Generation does not complete the Acquisition on or prior to March 31, 2011 or the Purchase Agreement is terminated on or prior to March 31, 2011. The redemption price would be equal to 101% of the aggregate principal amount of the 2020 Senior Notes, plus accrued and unpaid interest from the date of initial issuance up to but not including the earlier of (1) March 31, 2011, if the Acquisition has not been completed; or (2) the 30th day following the termination of the Purchase Agreement for any reason.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by Generation on September 27, 2010 |
* * * * *
This combined Form 8-K is being furnished separately by Exelon Corporation (Exelon) and Generation (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 includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from these forward-looking statements include those discussed herein as well as those discussed in (1) Exelon’s 2009 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation and (c) ITEM 8. Financial Statements and Supplementary Data: Note 18; (2) Exelon’s Second Quarter 2010 Quarterly Report on Form 10-Q in (a) Part II, Other Information, ITEM 1A. Risk Factors, (b) Part I, Financial Information, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) Part I, Financial Information, ITEM 1. Financial Statements: Note 12; and (3) other factors discussed in filings with the Securities and Exchange Commission by the Registrant. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Current Report. The Registrants do not undertake any obligation to publicly release any revision to their 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, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EXELON CORPORATION EXELON GENERATION COMPANY, LLC |
| /s/ Matthew F. Hilzinger |
| Matthew F. Hilzinger |
| Senior Vice President and Chief Financial Officer |
| Exelon Corporation |
September 27, 2010
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by Generation on September 27, 2010 |
EXHIBIT 99.1
| Contact: | Paul Elsberg Exelon Communications 312-394-7417 |
FOR IMMEDIATE RELEASE |
Exelon Generation Announces $900 Million Bond Sale
CHICAGO (Sept. 27, 2010) – Exelon Generation Company LLC (Generation) announced today that it has agreed to sell $550 million of Senior Notes maturing on October 1, 2020, with a coupon of 4.00%, and $350 million of Senior Notes maturing on October 1, 2041, with a coupon of 5.75%. The offering is being led by Barclays Capital Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co., RBS Securities Inc., BNP Paribas Securities Corp., Mizuho Securities USA Inc., Wells Fargo Securities, LLC and The Williams Capital Group, L.P., who are acting as joint book-running managers. Lebenthal & Co., LLC is acting as co-manager. The sale of the Senior Notes is expected to close on September 30, 2010.
Generation’s offering demonstrates its continuing support for diversity and inclusion. The deal included minority-owned The Williams Capital Group, L.P., which was mandated as a joint book-running manager, and woman-owned Lebenthal & Co., LLC, which was mandated as a co-manager.
Generation will use the net proceeds from the sale to fund a portion of the purchase price Generation will pay for its pending acquisition of John Deere Renewables, LLC, an owner and operator of 735 megawatts of operating wind electric generating facilities; fees and expenses related to that acquisition; and for general corporate purposes.
A registration statement relating to the Senior Notes has been declared effective by the Securities and Exchange Commission. The offering is being made by means of a prospectus supplement and an accompanying prospectus. Copies of the prospectus supplement and accompanying prospectus relating to the offering may be obtained by calling Barclays Capital Inc. at 1-888-603-5847, Citigroup Global Markets Inc. at 1-877-858-5407, Goldman, Sachs & Co. at 1-866-471-2526, RBS Securities Inc. at 1-866-884-2071, BNP Paribas Securities Corp. at 1-800-854-5674, Mizuho Securities USA Inc. at 1-866-271-7403, Wells Fargo Securities, LLC at 1-800-326-5897 and The Williams Capital Group, L.P. at 1-212-830-4530. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities.
Forward Looking Statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from these forward-looking statements include those discussed herein as well as those discussed in (1) Exelon Corporation’s 2009 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 18; (2) Exelon’s Second Quarter 2010 Quarterly Report on Form 10-Q in (a) Part II, Other Information, ITEM 1A. Risk Factors, (b) Part I, Financial Information, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) Part I, Financial Information, ITEM 1. Financial Statements: Note 12; and (3) other factors discussed in filings with the Securities and Exchange Commission by Exelon Corporation and Exelon Generation Company, LLC (Companies). Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this press release. The Companies do not undertake any obligation to publicly release any revision to their forward-looking statements to reflect events or circumstances after the date of this press release.
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Exelon Corporation is one of the nation’s largest electric utilities with more than $17 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 5.4 million customers in northern Illinois and southeastern Pennsylvania and natural gas to approximately 486,000 customers in the Philadelphia area. Exelon is headquartered in Chicago and trades on the NYSE under the ticker EXC.
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