Item 1.01. Entry into a Material Definitive Agreement.
The disclosure under Item 2.03 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Sale of 23,000,000 Equity Units
On June 17, 2014, Exelon Corporation (the Company) completed its previously
announced offering of 23,000,000 equity units (aggregate stated amount of
$1,150,000,000) (the Equity Units), initially in the form of corporate units
consisting of a purchase contract issued by Exelon and a 1/20 undivided
beneficial ownership interest in $1,000 principal amount of the 2.50% Junior
Subordinated Notes due 2024 (the Notes). As previously disclosed, the Company
intends to use the net proceeds from the Equity Units to finance a portion of
the acquisition of Pepco Holdings, Inc., a Delaware corporation and for general
The purchase contracts for the Equity Units are being issued pursuant to a
Purchase Contract and Pledge Agreement dated as of June 17, 2014 (the Purchase
Contract and Pledge Agreement), between the Company and the Bank of New York
Mellon Trust Company, N.A., in its capacity as the purchase contract agent,
collateral agent, custodial agent and securities intermediary. Under the terms
of the Purchase Contract and Pledge Agreement, the Notes are being pledged as
collateral to secure the holders' obligations to purchase the shares of common
stock under the purchase contracts that form a part of the Equity Units. The
Notes will be remarketed, subject to certain terms and conditions, prior to the
related purchase contract settlement date pursuant to the terms of the Purchase
Contract and Pledge Agreement and a remarketing agreement to be entered into
between the Company, the Bank of New York Mellon Trust Company, N.A., as
purchase contract agent, and a remarketing agent or agents to be designated by
the Company (the Remarketing Agreement).
The terms of the Notes are governed by an indenture, dated as of June 14, 2014
(the Base Indenture), between the Company and The Bank of New York Mellon Trust
Company, N.A., as Trustee, as supplemented by the First Supplemental Indenture
thereto, dated as of June 14, 2014 (the First Supplemental Indenture and
together with the Base Indenture, the Indenture).
The Notes bear interest at the applicable rate per annum listed in the
description of the Notes above, payable quarterly in arrears on
March 1, June 1, September 1 and December 1 of each year, beginning on
September 1, 2014. The Notes are the unsecured and subordinated obligations of
the Company and will rank junior in payment to all of our existing and future
The Indenture provides for customary events of default (subject in certain cases
to customary grace and cure periods), which include nonpayment, breach of
covenants in the Indenture, payment default and certain events of bankruptcy and
insolvency. If an event of default occurs and is continuing, the Trustee or
holders of at least 33% in principal amount outstanding of the applicable series
of Notes may declare the principal and the accrued and unpaid interest, if any,
on all of such series of Notes to be due and payable. These events of default
are subject to a number of important qualifications, limitations and exceptions
that are described in the Indenture.
The Base Indenture dated as of June 17, 2014, between the Company and The Bank
of New York Mellon Trust Company, N.A, as Trustee and the First Supplemental
Indenture dated as of June 17, 2014, between the Company and The Bank of New
York Mellon Trust Company, N.A., as Trustee, are filed herewith as Exhibit 4.1
and 4.2. The foregoing description of the Base Indenture and Supplemental
Indenture are qualified in its entirety by reference to the actual agreements.
The form of 2.50% Notes is filed herewith as Exhibit 4.3.
Item 8.01 Other Events.
On June 17, 2014, the Company completed its previously announced forward sale of
57,500,000 shares of common stock borrowed from third parties.
Item 9.01 Financial Statements and Exhibits.
No. Exhibit No. Description of Exhibit
4.1 4.1.1 Indenture, dated as of June 17, 2014, between Exelon
Corporation and The Bank of New York Mellon Trust
Company, N.A., as Trustee.
4.2 4.1.2 First Supplemental Indenture, dated as of June 17, 2014,
between Exelon Corporation and The Bank of New York
Mellon Trust Company, N.A., as Trustee.
4.3 4.1.3 Form of 2.50% Notes due 2024 (included in Exhibit 4.2).
4.4 4.1.4 Purchase Contract and Pledge Agreement, between Exelon
Corporation and The Bank of New York Mellon Trust
Company, N.A., as Purchase Contract Agent, Collateral
Agent, Custodial Agent and Securities Intermediary.
4.5 4.1.5 Form of Remarketing Agreement (included in Exhibit 4.4).
4.6 4.1.6 Form of Corporate Unit (included in Exhibit 4.4).
4.7 4.1.7 Form of Treasury Unit (included in Exhibit 4.4).
* * * * *
This Form 8-K contains certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, which are subject to risks
and uncertainties. The factors that could cause actual results to differ
materially from the forward-looking statements include: (a) those risk factors
discussed in our 2013 Annual Report on Form 10-K in (1) ITEM 1A. Risk Factors,
(2) ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations and (3) ITEM 8; Financial Statements and Supplementary
Data: Note 22; (b) Exelon's
First Quarter 2014 Quarterly Report on Form 10-Q in
(1) Part II, Other Information, ITEM 1A. Risk Factors; (2) Part I, Financial
Information, ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations and (3) Part, I, Financial Information, ITEM 1.
Financial Statement: Note 15; (c) the cautionary statements regarding the
proposed merger with PEPCO Holdings, Inc. included in Exelon's
on Form 8-K regarding the transaction filed on April 30, 2014
; and (d) other
factors discussed herein and in other filings with the SEC
applicable. You are cautioned not to place undue reliance on these
forward-looking statements, which apply only as of the date of this Form 8-K or,
as the case may be, as of the date on which we make any subsequent
forward-looking statement that is deemed incorporated by reference. We do not
undertake any obligation to update or revise any forward-looking statement to
reflect events or circumstances after the date as of which any such
forward-looking statement is made.