What is the structure of the proposed merger?

The merger involves Exelon's wholly-owned subsidiary, Bolt Acquisition Corporation, merging with and into Constellation Energy Group, Inc. Constellation will survive the merger and become a wholly-owned subsidiary of Exelon.

Where can investors find more details about the merger agreement?

The current 8-K filing indicates that the full Agreement and Plan of Merger, along with other required information, will be filed in a separate Current Report on Form 8-K. Additionally, a joint proxy statement/prospectus will be filed on Form S-4, which will contain comprehensive details for investors.

What are the key risks associated with this merger mentioned in the filing?

The filing highlights several risks, including the potential inability to obtain necessary shareholder and regulatory approvals, delays or unfavorable conditions imposed by regulators, challenges in integrating the businesses, difficulties in achieving expected cost synergies, unexpected costs or liabilities, potential adverse effects on credit ratings, and general business or economic factors that could impact the combined company.

EXC 8-K SEC Disclosure — Apr 28, 2011

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

The main purpose of this 8-K filing is to formally announce Exelon Corporation's entry into an Agreement and Plan of Merger with Constellation Energy Group, Inc. It serves as a public notification of this significant corporate transaction.

Summary

Exelon Corporation (EXC) filed an 8-K on April 28, 2011, to announce a significant event: the entry into an Agreement and Plan of Merger with Constellation Energy Group, Inc. This transaction, whereby Exelon's wholly-owned subsidiary, Bolt Acquisition Corporation, will merge with and into Constellation, with Constellation surviving as a wholly-owned subsidiary of Exelon, represents a major strategic move for the company. The filing also details the investor call and webcast scheduled to discuss the merger, providing access information for financial analysts and media. This merger is expected to create a larger, integrated energy company. Investors should pay close attention to the subsequent filings, including the Form 8-K detailing the merger agreement and the Form S-4 registration statement which will contain a joint proxy statement/prospectus. These documents will provide crucial details regarding the terms, risks, and regulatory approvals necessary for the transaction, as well as information on shareholder votes and potential impacts on the combined entity's financial performance and credit ratings.

Key Highlights

1Exelon Corporation and Constellation Energy Group, Inc. have entered into a definitive Agreement and Plan of Merger.
2The transaction involves a merger of Constellation into a wholly-owned subsidiary of Exelon, with Constellation becoming a subsidiary of Exelon.
3A joint news release announcing the merger has been issued and attached as an exhibit.
4Exelon and Constellation scheduled a joint webcast teleconference for the financial community on April 28, 2011, to discuss the merger.
5Details regarding the full merger agreement and other related information will be filed in separate SEC filings.
6The filing includes extensive forward-looking statements and risk factors associated with the merger, covering regulatory approvals, integration challenges, and potential financial impacts.
7Investors are urged to read the upcoming joint proxy statement/prospectus for comprehensive details on the merger.

EXELON CORP 8-K Report, Corporate Update (Apr 28, 2011)

Summary

Key Highlights

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