8-KAcquisitions & DispositionsMaterial AgreementsRegulation FD+1

EXELON CORP 8-K Report, Material Agreement (Feb 2, 2022)

Filed February 2, 2022For Securities:EXC

Summary

Exelon Corporation (EXC) announced the completion of the legal and structural separation of its customer-facing energy businesses and competitive generation assets into an independent, publicly traded company, Constellation Energy Corporation (CEG), on February 1, 2022. This distribution was accomplished by issuing one share of Constellation common stock for every three shares of Exelon common stock held by shareholders as of the January 20, 2022 record date. Exelon has retained no ownership interest in Constellation post-distribution, and the transaction was structured to be tax-free for Exelon shareholders, except for cash received in lieu of fractional shares. In connection with the separation, Exelon entered into several agreements with Constellation, including a Separation Agreement, Transition Services Agreement, Tax Matters Agreement, and Employee Matters Agreement. These agreements govern the relationship and responsibilities between the two newly independent entities. Notably, the separation impacted Exelon's pension plans, requiring a change in contributing sponsor or controlled group for certain plans and the transfer of assets and liabilities related to Constellation's former employees. Pro forma financial statements reflect the significant impact of this separation on Exelon's revenue and expenses, effectively splitting the business into regulated utility operations for Exelon and the separate Constellation entity.

Key Highlights

  • 1Completion of the spin-off of Constellation Energy Corporation (CEG) on February 1, 2022, separating Exelon's competitive generation and customer-facing energy businesses.
  • 2Exelon shareholders received one share of Constellation common stock for every three shares of Exelon common stock held.
  • 3Exelon no longer has any ownership interest in Constellation following the distribution.
  • 4Key separation agreements (Separation, Transition Services, Tax Matters, Employee Matters) were entered into with Constellation.
  • 5The distribution is expected to be tax-free to Exelon shareholders, except for cash received for fractional shares.
  • 6Pro forma financial statements indicate a significant reduction in Exelon's operating revenues and expenses due to the separation of competitive businesses.
  • 7Exelon secured $2 billion in term loans to primarily fund a $1.75 billion cash payment to Constellation and for general corporate purposes.

Frequently Asked Questions

This 8-K filing primarily announced the completion of the legal and structural separation of Exelon Corporation's competitive generation and customer-facing energy businesses into a new, independent company called Constellation Energy Corporation. It detailed the distribution process and related agreements.

Exelon shareholders received one share of Constellation Energy Corporation's common stock for every three shares of Exelon Corporation common stock they held as of the record date (January 20, 2022).

After the separation, Exelon Corporation will focus on its regulated utility businesses, which include the transmission and distribution of electricity and natural gas. Constellation Energy will operate as a separate entity focused on competitive generation and energy sales.

The pro forma financial statements show a significant reduction in Exelon's 'competitive businesses revenues' and related expenses, as these have been transferred to Constellation. Exelon's 'rate-regulated utility revenues' and associated expenses remain. Exelon also incurred debt financing, taking on $2 billion in term loans, primarily to fund a $1.75 billion cash payment to Constellation.