Exelon Generation Company, LLC (Generation) announced today the
expiration of the early participation period at 5:00 p.m. New York City
time, on June 26, 2012 (Early Participation Date), for its private
offers to certain eligible holders to exchange any and all of the
outstanding 7.60% Senior Notes due 2032 (CUSIP No. 210371 AF7) (Old
Notes) of its parent Exelon Corporation (Exelon) (which were assumed by
Exelon from Constellation Energy Group, Inc.), for:
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Generation’s newly issued 4.25% Senior Notes due 2022 (the New 2022
Notes), plus a cash payment (2022 Exchange Offer); and
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Generation’s newly issued 5.60% Senior Notes due 2042 (the New 2042
Notes, and together with the New 2022 Notes, the New Notes), plus a
cash payment (the 2042 Exchange Offer, and together with the 2022
Exchange Offer, the Exchange Offer).
The complete terms and conditions of the Exchange Offer are set forth in
a confidential offering memorandum dated June 13, 2012, and related
letter of transmittal.
As of the Early Participation Date, according to D.F. King & Co., Inc.,
the exchange agent for the Exchange Offer, the aggregate principal
amount of Old Notes validly tendered and not withdrawn in the 2022
Exchange Offer was $204,104,000. As of the Early Participation Date,
according to D.F. King & Co., Inc., the aggregate principal amount of
Old Notes validly tendered and not withdrawn in the 2042 Exchange Offer
was $236,803,000. Generation has accepted all such Old Notes for
exchange and expects to pay the applicable total exchange price with
respect to such Old Notes on June 28, 2012. Holders of Old Notes may no
longer validly withdraw tenders of Old Notes.
Holders of Old Notes participating in the Exchange Offer as of the Early
Participation Date will also receive a net interest payment (as
calculated in accordance with the confidential offering memorandum) at
settlement (Early Participation Settlement Date). Holders of Old Notes
participating in (i) the 2022 Exchange Offer will receive a net interest
cash payment for each $1,000 principal amount of Old Notes exchanged,
which amount represents interest payable on such Old Notes up to, but
not including, the Early Participation Settlement Date, less interest
accrued on the New 2022 Notes issued in exchange therefor up to, but not
including, the Early Participation Settlement Date and (ii) the 2042
Exchange Offer will receive a net interest cash payment for each $1,000
principal amount of Old Notes exchanged, which amount represents
interest payable on such Old Notes up to, but not including, the Early
Participation Settlement Date, less interest accrued on the New 2042
Notes issued in exchange therefor up to, but not including, the Early
Participation Settlement Date.
The Exchange Offer will expire at midnight New York City time on July
11, 2012, unless extended.
The New Notes have not been registered under the Securities Act of 1933
or any state securities laws. The New Notes may not be offered or sold
in the United States or to any U.S. persons except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933 and applicable state
securities laws. Generation has entered into a registration rights
agreement with respect to the New Notes and the Original Notes.
The Exchange Offer is only made to qualified institutional buyers
pursuant to Rule 144A and outside the United States in accordance with
Regulation S under the Securities Act of 1933, as amended (the
Securities Act). This press release does not constitute an offer to sell
or the solicitation of an offer to buy the New Notes, nor shall it
constitute an offer, solicitation or sale in any jurisdiction in which
such offer, solicitation or sale is unlawful.
Holders of Old Notes who desire a copy of the eligibility letter may
contact D.F. King & Co., Inc. toll-free at 800-859-8508 or at
212-269-5550 (banks and brokerage firms) or visit its website at www.dfking.com/exelon.
Forward Looking Statements
This press release includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, which
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 (1) those factors
discussed in the following sections of our 2011 Annual Report on Form
10-K: (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) those
factors discussed in the following section of our Quarterly Report on
Form 10-Q for the quarter ended March 31, 2012: (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 15 and (3) other factors discussed in filings
with the Securities and Exchange Commission (SEC) 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. Neither of the
Companies undertakes any obligation to publicly release any revision to
its forward-looking statements to reflect events or circumstances after
the date of this press release.
Exelon Corporation (NYSE:EXC) is the nation’s leading competitive energy
provider, with approximately $33 billion in annual revenues.
Headquartered in Chicago, Exelon has operations and business activities
in 47 states, the District of Columbia and Canada. Exelon is the largest
competitive U.S. power generator, with approximately 35,000 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 approximately 100,000 business
and public sector customers and approximately 1 million residential
customers. Exelon’s utilities deliver electricity and natural gas to
more than 6.6 million customers in central Maryland (BGE), northern
Illinois (ComEd) and southeastern Pennsylvania (PECO).
