8-KMaterial AgreementsFinancial EventsOther Events+1

EXELON CORP 8-K Report, Material Agreement (Dec 2, 2015)

Filed December 2, 2015For Securities:EXC

Summary

Exelon Corporation (EXC) filed an 8-K on December 2, 2015, to report on the completion of a private offer to exchange its outstanding notes for new notes with identical interest rates but potentially different maturity dates or other terms, facilitated through a registration rights agreement. This exchange involved notes originally due in 2025, 2035, and 2045, with new notes issued under a specific indenture. The company also announced the successful completion of an exchange offer and a subsequent redemption for any unexchanged notes. The filing is notable for its tie-in to Exelon's pending acquisition of Pepco Holdings, Inc. (the "Merger"). The new notes are subject to a special mandatory redemption under certain conditions related to the Merger's consummation or termination, highlighting the financial implications of the pending acquisition on Exelon's debt structure. The exchange offer and subsequent redemption were executed to manage outstanding debt in light of this significant corporate event.

Key Highlights

  • 1Exelon completed a private exchange offer for its 3.950% notes due 2025, 4.950% notes due 2035, and 5.100% notes due 2045, issuing new notes in exchange.
  • 2The new notes were issued under an Indenture dated June 11, 2015, as supplemented by a Second Supplemental Indenture dated December 2, 2015.
  • 3The exchange offer was made to qualified institutional buyers and non-U.S. persons under specific exemptions from securities registration.
  • 4A Registration Rights Agreement was entered into, obligating Exelon to file a registration statement for the new notes or registered exchange notes within a specified timeframe.
  • 5The new notes are subject to a Special Mandatory Redemption if the acquisition of Pepco Holdings, Inc. does not close by specific dates or if the merger agreement is terminated.
  • 6Exelon also redeemed any outstanding notes that were not exchanged for new notes in the offer.
  • 7The filing details the principal amounts of each series of outstanding notes validly tendered and not withdrawn in the exchange offer.

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