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amount of outstanding 2025 notes validly tendered and not withdrawn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2035 notes validly tendered and not withdrawn was $333,485,000, and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tendered and not withdrawn was $741,001,000.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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version on businesswire.com: http://www.businesswire.com/news/home/20151201005681/en/
Exelon CorporationPaul Elsberg, 312-394-4879Corporate
Communicationspaul.elsberg@exeloncorp.com
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