8-KOther Events

EXELON CORP 8-K Report (May 8, 2001)

Filed May 8, 2001For Securities:EXC

Summary

Exelon Corporation announced on May 3, 2001, its agreement to sell $500 million of 6 3/4% Senior Notes due 2011. The primary purpose of this issuance is to partially refinance a $1.25 billion term loan obtained in October 2000. This term loan was used to finance the cash consideration for the merger with Unicom Corporation and the acquisition of a significant stake in Sithe Energies. The filing also provides updated capitalization tables reflecting the impact of the Senior Notes offering, showing a reduction in short-term debt and an increase in long-term debt. Furthermore, Exelon presents selected historical and pro forma financial data, including income statement, cash flow, and balance sheet information, as well as ratios of earnings to fixed charges. This information offers investors a snapshot of the company's financial position and performance, particularly in the context of recent significant transactions like the Unicom merger.

Key Highlights

  • 1Exelon Corp. is issuing $500 million in 6 3/4% Senior Notes due 2011.
  • 2The proceeds will be used to partially refinance an existing $1.25 billion term loan.
  • 3The term loan was taken out to finance the Unicom merger and the Sithe Energies acquisition.
  • 4The offering is made under an existing shelf registration for up to $1.5 billion in debt securities.
  • 5The capitalization table shows an expected decrease in short-term debt from $2,281 million to $1,785 million post-offering.
  • 6Long-term debt is expected to increase due to the new Senior Notes issuance.
  • 7The filing includes historical and pro forma financial data, including revenue, net income, EBITDA, and cash flow metrics for the years ended 1998-2000, and quarterly data for Q1 2000 vs. Q1 2001.

Frequently Asked Questions

The primary purpose of the Senior Notes issuance is to partially refinance a $1.25 billion term loan that Exelon obtained in October 2000. This term loan was used to fund the cash portion of the Unicom Corporation merger and the acquisition of Exelon's interest in Sithe Energies.

The issuance of Senior Notes will result in an increase in long-term debt. The accompanying capitalization table indicates that this offering is expected to reduce short-term debt by approximately $496 million, using proceeds to pay down existing short-term obligations, while increasing long-term debt.

The filing includes selected historical consolidated financial information for Exelon for the years ended December 31, 1998, 1999, and 2000, as well as selected unaudited pro forma combined financial information that gives effect to the merger with Unicom Corporation. It also presents actual and pro forma results for the first quarter of 2000 and actual results for the first quarter of 2001.

EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) is a non-GAAP financial measure that management uses to evaluate companies. While not a substitute for GAAP measures like net income or cash flow, it is presented as a customary metric used in assessing company performance and is provided for both historical and pro forma periods.