What is the significance of the 'request for additional information' from the DOJ?

This request, often referred to as a 'second request,' is a standard part of the HSR Act review process. It indicates that the DOJ requires more time and information to complete its antitrust review of the proposed merger. This request extends the waiting period, meaning the merger cannot close until the DOJ has substantially complied with the request and the subsequent 30-day waiting period expires or is terminated.

Could the DOJ's request prevent the merger from happening?

While a second request can delay the merger and indicates increased scrutiny, it does not automatically mean the merger will be blocked. Exelon and PHI are cooperating with the DOJ and expect to complete the merger. However, investors should remain aware that antitrust concerns could potentially lead to remedies, further delays, or, in rare cases, a challenge to the transaction.

What impact does the Virginia SCC approval have on the merger?

The approval from the Virginia State Corporation Commission (SCC) is a positive step forward, as it grants necessary regulatory clearance for the merger in Virginia. This addresses a specific regional regulatory requirement, removing one hurdle to closing the transaction, even as federal antitrust review continues.

When is the merger expected to close?

Exelon and PHI continue to expect the merger to be completed in the second or third quarter of 2015. However, the timing is subject to the resolution of the DOJ's antitrust review and other customary closing conditions.

EXC 8-K SEC Disclosure

Summary

Exelon Corporation (EXC) filed an 8-K on October 9, 2014, to provide an update on its proposed merger with Pepco Holdings, Inc. (PHI). The key development reported is that both Exelon and PHI received a request for additional information from the U.S. Department of Justice (DOJ) regarding their Hart-Scott-Rodino (HSR) Act filings. This request effectively extends the DOJ's review period for the merger, which was initially filed on August 6, 2014, and refiled on September 9, 2014, after a voluntary withdrawal. Despite the extended antitrust review, Exelon and PHI continue to expect the merger to be completed in the second or third quarter of 2015. In a positive development, the Virginia State Corporation Commission (SCC) approved the merger on October 7, 2014. This approval is significant as two of PHI's utility subsidiaries operate in Virginia and hold transmission infrastructure in the state. Investors should monitor the DOJ review process for any further developments that could impact the transaction timeline or terms.

Key Highlights

1Exelon and Pepco Holdings (PHI) received a 'second request' for additional information from the U.S. Department of Justice (DOJ) concerning their proposed merger.
2This DOJ request triggers an extended review period under the Hart-Scott-Rodino (HSR) Act, delaying the antitrust clearance.
3The companies initially filed HSR notifications on August 6, 2014, and refiled on September 9, 2014, after a voluntary withdrawal.
4Despite the extended DOJ review, Exelon and PHI continue to anticipate closing the merger in the second or third quarter of 2015.
5The Virginia State Corporation Commission (SCC) approved the proposed merger on October 7, 2014.
6The SCC approval is required due to PHI's utility operations and transmission infrastructure in Virginia.

EXELON CORP 8-K Report, Corporate Update (Oct 9, 2014)

Summary

Key Highlights

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