June 12, 2014
Exelon Corporation (NYSE: EXC) ('Exelon') announced that it has priced its concurrent public offerings of 50,000,000 shares of its common stock in connection with forward sales agreements (as discussed below) and 20,000,000 equity units (aggregate stated amount of $1.0 billion). Net proceeds of the offerings will be used to finance a portion of the Pepco Holdings Inc. acquisition announced on April 30, 2014, and for general corporate purposes.
Exelon has priced 50,000,000 shares of its common stock at a public offering price of $35.00 per share and has granted the underwriters a 30-day option to purchase an additional 7,500,000 shares of Exelon common stock upon the same terms. The offering of common stock is expected to close on June 17, 2014, subject to customary closing conditions.
In connection with the common stock offering, Exelon entered into forward sale agreements with an affiliate of Barclays Capital Inc. and Goldman, Sachs & Co. (the 'forward counterparties'). Under those agreements, Exelon agreed to issue and sell to the forward counterparties (subject to Exelon's right to cash or net share settle the forward sale agreements) the same number of shares of Exelon's common stock sold by the forward counterparties (or their respective affiliates) in the underwritten public offering.
Settlement of the forward sale agreements will occur on dates to be specified by the company, but no later than October 29, 2015. Upon physical settlement of the forward sale agreements, Exelon will issue and deliver to the forward counterparties shares of its common stock in exchange for cash proceeds per share equal to the forward sale price, which will initially be $33.95 (the public offering price, less underwriting discounts and commissions), and will be subject to certain adjustments as provided in the forward sale agreements. Exelon may, subject to certain conditions, elect cash or net share settlement for all or a portion of its rights or obligations under the forward sale agreements.
Exelon has also priced its offering of 20,000,000 equity units, with a stated amount of $50 per unit, for an aggregate amount of $1.0 billion. The equity units carry a total annual distribution rate of 6.50 percent. The reference price for the equity units is $35.00 per unit, the public offering price in the concurrent common stock offering. The threshold appreciation price for the equity units is approximately $43.75, which represents a premium of approximately 25 percent over the reference price.
Exelon has granted the underwriters a 13-day option to purchase up to 3,000,000 additional equity units upon the same terms. The equity units will initially consist of a contract to purchase Exelon common stock on or before June 1, 2017, and a 1/20 undivided beneficial ownership interest in $1,000 principal amount of Exelon's 2.50 percent junior subordinated notes due 2024. Under the purchase contract, holders are required to purchase a variable number of shares of Exelon common stock on June 1, 2017. The offering of equity units is expected to close on June 17, 2014, subject to customary closing conditions.
Both offerings are being made pursuant to an effective shelf registration statement that has been filed with the Securities and Exchange Commission (the 'SEC'). Prospectus supplements related to the offering are available on the SEC's website at http://www.sec.gov. Copies of the prospectus supplements and the base prospectus relating to these offerings may be obtained from:
(i) Barclays Capital Inc. by calling 1-888-603-5847, or by mail at Barclays Capital Inc. c/o Broadridge Financial Solutions, 1155 Long Island Ave., Edgewood, NY 11717, or by email at Barclaysprospectus@broadridge.com; or
(ii) Goldman, Sachs & Co. by calling 1-866-471-2526, or by mail at Goldman, Sachs & Co., 200 West St., New York, NY 10282, Attention: Prospectus Department, or by email at firstname.lastname@example.org.
The public offerings are subject to the satisfaction of customary closing conditions. In addition, the closing of the offering of common stock and the offering of equity units are not contingent on each other.
Barclays Capital Inc. and Goldman, Sachs & Co. are acting as the book running managers for both the common stock and equity unit offerings. BofA Merrill Lynch, Credit Suisse and J.P. Morgan are additional joint book runners for the common stock offering. Citigroup and Wells Fargo Securities are additional joint book runners for the equity units offering.
BNP PARIBAS, Citigroup, Mitsubishi UFJ Securities, RBS Securities Inc., Scotiabank, Wells Fargo Securities, Mizuho Securities, RBC Capital Markets and Piper Jaffray are senior co-managers for the common stock offering. BofA Merrill Lynch, Credit Suisse, BNP PARIBAS, J.P. Morgan, Mitsubishi UFJ Securities, RBS Securities Inc., Scotiabank, Mizuho Securities, RBC Capital Markets and US Bancorp are senior co-managers for the equity units offering.
BNY Mellon Capital Markets, LLC, Blaylock Beal Van, LLC, CIBC, Credit Agricole CIB, KeyBanc Capital Markets, Loop Capital Markets, PNC Capital Markets LLC, Samuel A. Ramirez & Company, Inc., SMBC Nikko, TD Securities and The Huntington Investment Company are co-managers for the common stock offering. BNY Mellon Capital Markets, LLC, CIBC, Credit Agricole CIB, KeyBanc Capital Markets, Lebenthal Capital Markets, PNC Capital Markets LLC, SMBC Nikko, TD Securities, The Huntington Investment Company and The Williams Capital Group, L.P. are co-managers for the equity units offering.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction.
Exelon Corporation is the nation's leading competitive energy provider. 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 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 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. The forward-looking statements are not guarantees or assurances of future performance, and actual results could differ materially from those indicated by the forward-looking statements. Discussions of some of these other important factors and assumptions are contained in Exelon's filings with the Securities and Exchange Commission (SEC), and available at the SEC's website at www.sec.gov, including: (1) Exelon's 2013 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 22; (2) Exelon's First Quarter 2014 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 15; (3) the cautionary statements regarding the proposed merger with PEPCO Holdings, Inc. included in Exelon's Current Report on Form 8-K regarding the transaction filed on April 30, 2014; and (4) other filings with the SEC made 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 speak only as of the date of this communication. Exelon does not undertake any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this communication.
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