Summary
This 8-K filing by Exelon Corporation on October 4, 2013, details a significant financing event for its indirect subsidiary, Continental Wind, LLC. Continental Wind successfully issued and sold $613.0 million in aggregate principal amount of 6.000% Senior Secured Notes due 2033. The net proceeds, estimated at approximately $591.0 million after fees and expenses, are being distributed to Exelon Generation Company, LLC for general corporate purposes. These notes are secured and guaranteed by Continental Wind Holding, LLC and its subsidiaries. The issuance was conducted through private transactions under Rule 144A and Regulation S, meaning the notes have not been registered with the SEC and are subject to resale restrictions. The indenture governing these notes outlines terms for interest payments, maturity, redemption options for the issuer, and mandatory redemption under specific circumstances such as asset sales, casualty events, or changes of control. This transaction provides Exelon with additional capital for its corporate needs, primarily through its renewable energy subsidiary.
Key Highlights
- 1Continental Wind, LLC, an indirect subsidiary of Exelon, issued $613.0 million of 6.000% Senior Secured Notes due 2033.
- 2Net proceeds from the offering are approximately $591.0 million after deducting fees and expenses.
- 3The net proceeds will be distributed to Exelon Generation Company, LLC for general corporate purposes.
- 4The Notes are jointly and severally guaranteed on a senior basis by Continental Wind Holding, LLC and its subsidiaries.
- 5The offering was conducted via private transactions under Rule 144A and Regulation S, meaning the notes are unregistered.
- 6The Indenture includes provisions for optional redemption by the issuer and mandatory redemption under certain events (e.g., asset sales, casualties, changes of control).
- 7Holders of the Notes have the right to require repurchase under specific change of control scenarios at 101% of face value.