What is the main purpose of this 8-K filing?

The main purpose of this 8-K filing is to inform the investment community that Exelon Corporation has distributed a notice (Exhibit 99.1) concerning its offer to exchange shares of NRG Energy for Exelon common stock and to highlight the need for investors to review other important SEC filings related to this transaction.

What are the terms of the exchange offer for NRG shares?

Exelon, through its subsidiary Exelon Xchange Corporation, is offering to exchange each outstanding share of NRG Energy common stock for 0.485 shares of Exelon common stock. This information is detailed in the Exchange Offer Documents, including the Tender Offer Statement on Schedule TO and the Prospectus/Offer to Exchange on Form S-4.

Why is Exelon seeking shareholder approval?

Exelon requires approval from its shareholders to issue new shares of Exelon common stock as part of the consideration for the exchange offer. This approval process is being managed through proxy solicitations and shareholder meetings.

Where can investors find more detailed information about the exchange offer and related filings?

Investors can find comprehensive information on the SEC's website (www.sec.gov). They can also obtain copies of the Exchange Offer Documents and proxy materials by contacting Innisfree M&A Incorporated or by visiting the SEC's public reference room in Washington, D.C.

EXC 8-K SEC Disclosure

Summary

This 8-K filing from Exelon Corporation, dated July 1, 2009, primarily serves to announce the distribution of an "Important Information" notice to the investment community regarding an ongoing exchange offer. Exelon, through its subsidiary Exelon Xchange Corporation, is offering to exchange shares of NRG Energy common stock for Exelon common stock at a ratio of 0.485 Exelon shares per NRG share. This filing emphasizes that the provided notice is informational and not a substitute for the official Tender Offer Statement on Schedule TO and Prospectus/Offer to Exchange on Form S-4, urging investors to review these comprehensive documents for complete details. The report also highlights Exelon's progress in obtaining shareholder approval for the share issuance required for this transaction. Exelon had previously filed a preliminary proxy statement and anticipates filing a definitive proxy statement related to a shareholder meeting to approve the stock issuance. Investors are strongly encouraged to consult these proxy materials, along with all other relevant filings available on the SEC's website or directly from Exelon, for critical information concerning the exchange offer and the shareholder vote.

Key Highlights

1Exelon Corporation is actively pursuing an exchange offer to acquire NRG Energy shares.
2The exchange ratio is set at 0.485 shares of Exelon common stock for each share of NRG common stock.
3This 8-K filing serves as a notification and contains an "Important Information" notice, not the primary offer document.
4Investors are directed to review the Schedule TO and Form S-4 registration statement for detailed offer terms.
5Exelon is proceeding with obtaining shareholder approval for the issuance of new common stock required for the acquisition.
6A preliminary proxy statement has been filed, and a definitive proxy statement is expected.
7Exelon and its officers/directors are identified as participants in the proxy solicitation process.

EXELON CORP 8-K Report, Corporate Update (Jul 1, 2009)

Summary

Key Highlights

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