8-KMaterial Agreements

EXELON CORP 8-K Report, Material Agreement (Sep 27, 2013)

Filed September 27, 2013For Securities:EXC

Summary

Exelon Corporation, through its indirect subsidiary Continental Wind, LLC, announced on September 23, 2013, the entry into a material definitive agreement to issue $613.0 million in aggregate principal amount of 6.000% Senior Secured Notes due 2033. These notes are guaranteed by Continental Wind Holding, LLC and other subsidiaries. The estimated net proceeds from this offering are approximately $591.0 million, after deducting discounts and expenses. Exelon Generation Company, LLC expects to receive these net proceeds for its general corporate purposes. The transaction is structured as a private placement to qualified institutional buyers and other eligible purchasers, utilizing exemptions from registration under the Securities Act of 1933. The closing of this note offering is anticipated for September 30, 2013, subject to customary closing conditions.

Key Highlights

  • 1Exelon's indirect subsidiary, Continental Wind, LLC, is issuing $613 million in Senior Secured Notes due 2033.
  • 2The notes carry a coupon rate of 6.000%.
  • 3Net proceeds from the issuance are estimated to be approximately $591 million.
  • 4Proceeds are intended for Exelon Generation Company, LLC's general corporate purposes.
  • 5The issuance is structured as a private placement to qualified institutional buyers (Rule 144A) and offshore purchasers (Regulation S).
  • 6The notes are jointly and severally guaranteed by Continental Wind Holding, LLC and other subsidiaries.
  • 7The closing of the note sale is expected on September 30, 2013.

Frequently Asked Questions

This 8-K filing announces Exelon Corporation's entry into a material definitive agreement, specifically the purchase agreement for the issuance of $613 million in Senior Secured Notes by its indirect subsidiary, Continental Wind, LLC.

The net proceeds from the note offering are expected to be distributed to Exelon Generation Company, LLC for its general corporate purposes.

No, the notes are being offered and sold in private transactions to "qualified institutional buyers" in the U.S. and to eligible purchasers outside the U.S., pursuant to exemptions from registration requirements under the Securities Act of 1933.

The sale of the notes to the initial purchasers is expected to close on September 30, 2013, provided that customary closing conditions are met.