Exelon Corporation (NYSE:EXC) (“Exelon”) announced today that it has
elected to extend the deadline, which was previously set at 5:00 p.m.,
New York City time, on November 13, 2015, of the early tender date, in
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”), for such holders to receive the
applicable total exchange consideration. Holders of outstanding notes
who validly tender their outstanding notes on or prior to 11:59 p.m.,
New York City time, on November 30, 2015, unless extended (the
“Expiration Date”), are now entitled to receive the total exchange
consideration.
The terms and conditions of the Exchange Offer are set forth in a
confidential offering memorandum dated October 29, 2015 (the “Offering
Memorandum”), and related letter of transmittal.
As of 5:00 p.m., New York City time, on November 13, 2015, 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and not withdrawn was $784.7 million, the aggregate principal amount of
outstanding 2035 notes validly tendered and not withdrawn was $331.8
million, and the aggregate principal amount of outstanding 2045 notes
validly tendered and not withdrawn was $739.1 million. The minimum
participation condition for each of the three series of notes has been
satisfied. Holders of outstanding notes may no longer validly withdraw
tenders of outstanding notes.
The Exchange Offer will expire at 11:59 p.m., New York City time, on the
Expiration Date.
The settlement date for the Exchange Offer is expected to occur promptly
after the Expiration Date, subject to extension as set forth in the
Offering Memorandum.
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. Holders of outstanding notes who wish to
receive a copy of the eligibility letter for the Exchange Offer may
contact D.F. King & Co., Inc. toll free at (866) 530-8638,
(212) 269-5550 (banks and brokerage firms) or e-mail at exc@dfking.com.
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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