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

The main purpose of this 8-K filing is to report that the Maryland Public Service Commission (PSC) has approved the proposed merger between Exelon Corporation and Constellation Energy Group, Inc. This approval, issued on February 17, 2012, is a critical step towards the completion of the merger.

Are there any new conditions associated with the Maryland PSC's approval?

Yes, the Maryland PSC's order approving the merger includes new conditions. Exelon and Constellation have accepted these additional conditions, although the filing notes that many terms from a previous settlement remain intact.

What are the key risks highlighted in the filing concerning the merger?

The filing warns about various risks that could affect the merger, including the inability to obtain necessary regulatory approvals (or delays/onerous conditions), failure to meet closing conditions, challenges in integrating the businesses, failure to achieve expected cost synergies, unexpected costs or liabilities, potential negative impacts on credit ratings, business disruptions due to merger uncertainty, and adverse effects from future regulatory or legislative actions.

Where can investors find more detailed information about the merger and its risks?

Investors are directed to review Exelon's and Constellation's previous SEC filings, including their Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which contain detailed risk factors and financial discussions. Additionally, Exelon filed a definitive joint proxy statement/prospectus on Form S-4, which contains important information about the merger and is available on the SEC's website.

EXC 8-K SEC Disclosure — Feb 21, 2012

Summary

This Form 8-K filing by Exelon Corporation (EXC) on February 21, 2012, primarily reports a significant development regarding the proposed merger with Constellation Energy Group, Inc. The Maryland Public Service Commission (PSC) has issued an order approving the merger. While this approval is a crucial step forward, the PSC's order includes new conditions that Exelon and Constellation have accepted. This news is important for investors as it moves the transaction closer to completion, though the impact of the added conditions on the combined entity's operations and financial performance will need to be closely monitored. The filing also serves as a cautionary reminder to investors about the forward-looking nature of statements related to the merger. It outlines various risks and uncertainties that could affect the successful integration of the two companies, the realization of expected synergies, and the overall financial and operational outcomes. Investors are encouraged to review Exelon's and Constellation's previous SEC filings for a comprehensive understanding of these risks.

Key Highlights

1Maryland Public Service Commission (PSC) approves Exelon's merger with Constellation Energy Group, Inc. (filed Feb 17, 2012).
2The PSC's approval includes new conditions, which both Exelon and Constellation have accepted.
3The approval signifies a major regulatory hurdle cleared for the proposed merger.
4The filing includes a press release detailing the PSC's approval as an exhibit.
5The document reiterates cautionary statements regarding forward-looking statements related to the merger and its potential benefits.
6Investors are reminded of potential risks and uncertainties that could impact the merger's success and integration.
7Reference is made to other SEC filings for detailed risk factors and financial information pertaining to both companies and the merger.

EXELON CORP 8-K Report, Corporate Update (Feb 21, 2012)

Summary

Key Highlights

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