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
December 9, 2010
Date of Report (Date of earliest event reported)
| Commission File |
Exact Name of Registrant as Specified in Its Charter; State of Incorporation; Address of Principal Executive Offices; and Telephone Number |
IRS Employer Identification Number | ||
| 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 2 – Financial Information
Item 2.01. Completion of Acquisition or Disposition of Assets.
On August 30, 2010, Exelon Generation Company, LLC (Generation), a wholly owned subsidiary of Exelon Corporation (Exelon), and Deere & Company (Deere) entered into a Purchase Agreement (the Purchase Agreement), under which Exelon Generation agreed to purchase all of the membership interests of John Deere Renewables, LLC (JDR), an owner and operator of 735 megawatts of operating wind electric generating facilities. The acquisition also includes all projects under development by JDR, including three projects totaling 230 megawatts of wind generation in advanced development in Michigan. On December 9, 2010, Generation completed the acquisition of JDR. Attached as Exhibit 99.1 is Exelon’s press release announcing the completion of the acquisition of JDR.
The purchase price for JDR is $860 million with up to an additional $40 million payable upon commencement of construction of the three projects in Michigan. The Purchase Agreement requires that JDR have at least $8 million of working capital at closing, and the parties will true–up to that amount following the closing. Generation also will reimburse Deere for certain agreed–upon capital expenditures made prior to closing with respect to projects under development. These purchase price adjustments are estimated at approximately $33 million due to Deere.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press release |
* * * * *
This combined Form 8-K is being furnished separately by 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 Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 18; (2) Exelon’s Third Quarter 2010 Quarterly Report on Form 10-Q in (a) Part II, Other Information, ITEM 1A. Risk Factors, (b) Part 1, 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 13; and (3) other factors discussed in filings with the Securities and Exchange Commission by the Registrants. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Current Report. None of the Registrants undertakes any obligation to publicly release any revision to its 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 |
December 10, 2010
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release |
Exhibit 99.1
| Contact: | Paul Elsberg | FOR IMMEDIATE RELEASE | ||
| Corporate Communications | ||||
| 312-394-7417 |
Exelon Completes Acquisition of John Deere Renewables
Successful transaction builds Exelon’s environmental leadership,
making it one of the nation’s largest wind generators
CHICAGO (Dec. 10, 2010) – Exelon Corporation today announced that it has completed its previously announced acquisition of John Deere Renewables, a leading operator and developer of wind power, adding 735 operating megawatts of clean, renewable energy to Exelon’s generation portfolio—enough to power 160,000 to 220,000 households.
The acquisition of John Deere Renewables marks Exelon’s entry into owning and operating wind projects. The 36 wind projects in eight states will be called Exelon Wind, a division of Exelon Power. Exelon Power is a unit of Exelon Generation.
“The purchase of John Deere Renewables – now Exelon Wind – is an economically sound transaction that adds value for shareholders while advancing our clean energy leadership as part of Exelon 2020,” said John W. Rowe, Exelon chairman and CEO. “The addition of these wind assets increases our zero-emission generation capacity to nearly 19,000 megawatts, helping us achieve our goal of a clean, low-carbon energy supply at the lowest cost to the communities and customers we serve.”
The acquisition provides incremental earnings starting in 2012 and cash flows starting in 2013 and is a key part of Exelon 2020, the company’s business strategy to eliminate the equivalent of its 2001 carbon footprint by 2020. Exelon is now halfway to its goal and remains the least carbon-intensive of the large U.S. electric utilities.
Approximately 75 percent of the Exelon Wind operating portfolio is already sold under long-term power purchase arrangements. In addition, Exelon has the opportunity to pursue approximately 1,400 megawatts of new wind projects that are in various stages of development, including 230 megawatts in advanced stages of development.
The purchase price is $860 million with a provision for up to an additional $40 million upon commencement of construction on the advanced development projects.
The operational and development employees of John Deere Renewables are now employees of Exelon Wind, and their offices are in West Des Moines, Iowa.
“We welcome the employees of John Deere Renewables to the Exelon family,” said Rowe. “The successful wind generation company they’ve built provides Exelon with a strong entry point into the wind business, adds diversity to our generation fleet, and offers more options for future growth.”
###
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.
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’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 Third 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 13; 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 press release.
2