8-KMaterial AgreementsExhibits & Filings

EXELON CORP 8-K Report, Material Agreement (Aug 31, 2010)

Filed August 31, 2010For Securities:EXC

Summary

Exelon Corporation, through its wholly-owned subsidiary Exelon Generation Company, LLC, announced a significant acquisition on August 30, 2010, agreeing to purchase all membership interests of John Deere Renewables, LLC (JDR) from Deere & Company. This strategic move significantly expands Exelon's renewable energy portfolio by adding 735 megawatts of operating wind electric generating facilities and an additional 230 megawatts of wind generation projects in advanced development. The acquisition represents a substantial investment, with a base purchase price of $860 million, potentially increasing to $900 million based on the commencement of construction for certain development projects. This transaction underscores Exelon's commitment to growing its presence in the renewable energy sector, diversifying its generation assets, and capitalizing on opportunities in wind power. Investors should note that the deal is subject to customary closing conditions, including regulatory approvals, and involves standard representations, warranties, and indemnification clauses.

Key Highlights

  • 1Exelon Generation Company, LLC entering into a Purchase Agreement to acquire John Deere Renewables, LLC (JDR).
  • 2Acquisition includes 735 MW of operating wind generation facilities and 230 MW of wind generation projects under development.
  • 3Total purchase price is $860 million, with up to an additional $40 million contingent upon project development milestones.
  • 4The transaction significantly expands Exelon's renewable energy generation capacity.
  • 5Closing is subject to customary conditions, including regulatory approvals from the Federal Energy Regulatory Commission and Texas Public Utilities Commission.
  • 6Deere & Company will retain certain rights to proceeds from JDR's Texas projects pending resolution of ongoing litigation.
  • 7No shareholder approval is required for this transaction by either Exelon or Deere.

Frequently Asked Questions

This 8-K filing announces a material definitive agreement, specifically Exelon Generation Company, LLC's entry into a Purchase Agreement to acquire John Deere Renewables, LLC, a subsidiary of Deere & Company. This acquisition is a significant event for Exelon as it substantially expands its renewable energy assets.

The acquisition includes all membership interests of John Deere Renewables, LLC, which owns and operates 735 megawatts (MW) of existing wind electric generating facilities. It also encompasses all projects under development by JDR, including three projects totaling 230 MW of wind generation in advanced development in Michigan.

The base purchase price for John Deere Renewables, LLC is $860 million. There is a potential for an additional $40 million to be paid upon the commencement of construction of the three development projects in Michigan, bringing the total potential consideration to $900 million.

The consummation of the transaction is subject to various customary closing conditions. These include the receipt of necessary regulatory approvals, such as those from the Federal Energy Regulatory Commission and the Texas Public Utilities Commission, provided these approvals do not impose any burdensome conditions on Exelon or its affiliates. Pre-merger notification under the Hart-Scott-Rodino Antitrust Improvements Act is also required.