8-KOther Events

EXELON CORP 8-K Report, Corporate Update (Mar 4, 2009)

Filed March 4, 2009For Securities:EXC

Summary

This 8-K filing from Exelon Corporation, dated March 4, 2009, primarily announces a significant regulatory step in their proposed acquisition of NRG Energy, Inc. Exelon, through its subsidiaries Exelon Xchange Corporation and PECO Energy Company, has submitted an application to the Pennsylvania Public Utility Commission (PAPUC) seeking approval for the transfer of ultimate control of NRG Energy Center Pittsburgh LLC and NRG Energy Center Harrisburg LLC. These entities are indirect wholly-owned subsidiaries of NRG Energy, Inc. This filing is a crucial part of the regulatory process required for Exelon's broader acquisition of NRG. The report also serves as a notice for Exelon's ongoing exchange offer to acquire all outstanding shares of NRG common stock. Exelon is offering 0.485 shares of its common stock for each share of NRG common stock. The company emphasizes that this 8-K is for informational purposes and is not a substitute for the detailed "Exchange Offer Documents" (Tender Offer Statement on Schedule TO and Prospectus/Offer to Exchange on Form S-4) already filed with the SEC. Investors are strongly urged to review these official offer documents for comprehensive details regarding the exchange offer and its implications.

Key Highlights

  • 1Exelon Corporation has submitted an application to the Pennsylvania Public Utility Commission (PAPUC) to gain approval for the transfer of control of two NRG Energy indirect subsidiaries: NRG Energy Center Pittsburgh LLC and NRG Energy Center Harrisburg LLC.
  • 2This regulatory filing is a necessary step for Exelon's proposed acquisition of NRG Energy, Inc.
  • 3The application also addresses a potential change of control of PECO Energy Company under an alternative corporate structure.
  • 4Exelon is making a public exchange offer to acquire all outstanding shares of NRG common stock.
  • 5The exchange offer proposes a ratio of 0.485 shares of Exelon common stock for each share of NRG common stock.
  • 6This 8-K filing is informational and directs investors to the official Exchange Offer Documents (Schedule TO and Form S-4) for detailed terms and conditions.
  • 7Exelon also announced plans to file proxy statements for both an NRG stockholder meeting and an Exelon shareholder meeting related to the proposed transaction.

Frequently Asked Questions

The main purpose of this 8-K filing is to inform the public and regulators that Exelon Corporation has taken a significant step in its acquisition of NRG Energy, Inc. by submitting an application to the Pennsylvania Public Utility Commission (PAPUC) for approval to control certain NRG subsidiaries, and to remind investors about the ongoing exchange offer.

Exelon is offering 0.485 shares of Exelon common stock for each outstanding share of NRG common stock. This is part of a public exchange offer.

The Pennsylvania Public Utility Commission (PAPUC) is involved as Exelon is seeking approval to transfer control of NRG's Pennsylvania-based energy centers. The Securities and Exchange Commission (SEC) is also involved, as Exelon has filed and will continue to file necessary documents related to the exchange offer and shareholder/stockholder meetings.

Investors are strongly urged to consult the 'Exchange Offer Documents,' which include the Tender Offer Statement on Schedule TO and the Prospectus/Offer to Exchange included in the Registration Statement on Form S-4, as well as any amendments to these documents filed with the SEC. These materials contain crucial information about the offer and can be found on the SEC's website (www.sec.gov) or requested from Exelon's designated parties.