UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
March 10, 2017
Date of Report (Date of earliest event reported)
Commission File Number | Name of Registrant; State of Incorporation; Address of Principal Executive Offices; and Telephone Number | IRS Employer Identification Number | ||||
| 1-16169 | EXELON CORPORATION | 23-2990190 | ||||
(a Pennsylvania corporation) 10 South Dearborn Street P.O. Box 805379 Chicago, Illinois 60680-5379 (312)394-7398 | ||||||
| 333-85496 | EXELON GENERATION COMPANY, LLC | 23-3064219 | ||||
(a Pennsylvania limited liability company) 300 Exelon Way Kennett Square, Pennsylvania 19348-2473 (610)765-5959 | ||||||
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Section 1 – Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement
On March 10, 2017, Exelon Generation Company, LLC (Generation) issued and sold an additional $250,000,000 principal amount of its 2.950% Senior Notes Due 2020 (the Additional 2020 Notes) and $500,000,000 principal amount of its 3.400% Senior Notes Due 2022 (the 2022 Notes and, together with the Additional 2020 Notes, the Senior Notes). See Item 2.03 below for a description of the Senior Notes and related agreements.
Section 2 – Financial Information
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant
On March 10, 2017, Generation issued and sold $250,000,000 in aggregate principal amount of Additional 2020 Notes and $500,000,000 in aggregate principal amount of 2022 Notes. The Senior Notes were issued under an indenture, dated as of September 28, 2007 (the Indenture), between Generation and U.S. Bank National Association, as trustee. On January 13, 2015, Generation issued and sold $750,000,000 in aggregate principal amount of its 2.950% Senior Notes Due 2020 and, following this offering, the aggregate principal amount of outstanding its 2.950% Senior Notes Due 2020 is $1,000,000,000.
The proceeds of the Senior Notes will be used after deducting underwriters’ discounts and commissions and other estimated fees and expenses, to repay outstanding commercial paper obligations and for general corporate purposes.
The Additional 2020 Notes carry an interest rate of 2.950% per annum, which is payable semi-annually on January 15 and July 15, commencing July 15, 2017.
The 2022 Notes carry an interest rate of 3.400% per annum, which is payable semi-annually on March 15 and September 15, commencing September 15, 2017.
Redemption at Generation’s Option
At any time prior to December 15, 2019 (in the case of the Additional 2020 Notes) or February 15, 2022 (in the case of the 2022 Notes), Generation may redeem each series of Senior Notes in whole or in part, at our option at any time, at a redemption price equal to the greater of:
(1) 100% of the principal amount of the Senior Notes being redeemed; or
(2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a360-day year consisting of twelve30-day months) at the Treasury Rate (as defined below) plus 25 basis points,
plus accrued interest on the principal amount being redeemed to the redemption date.
At any time on or after December 15, 2019 (in the case of the Additional 2020 Notes) or February 15, 2022 (in the case of the 2022 Notes), Generation may redeem each series of Senior Notes in whole or in part at 100% of the principal amount of the Senior Notes of the series being redeemed, plus accrued interest on the principal amount being redeemed to the redemption date.
“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker (as defined below) as having an actual or interpolated maturity comparable to the remaining term of the Senior Notes being redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes.
“Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations (as defined below) for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
“Independent Investment Banker” means one of the Reference Treasury Dealers (as defined below) appointed by the trustee after consultation with Generation.
“Reference Treasury Dealer” means, with respect to the 2020 Senior Notes, each of Barclays Capital Inc. and Morgan Stanley & Co. LLC and, with respect to the 2022 Senior Notes, each of Barclays Capital Inc. and J.P. Morgan Securities LLC, and, in each case, their respective successors, and two other primary U.S. Government securities dealers in The City of New York (Primary Treasury Dealer) selected by us. If any Reference Treasury Dealer shall cease to be a Primary Treasury Dealer, we will substitute another Primary Treasury Dealer for that dealer.
“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by such Reference Treasury Dealer at 3:30 p.m. New York City time on the third business day preceding such redemption date.
“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
Generation will mail notice of any redemption at least 30 days but not more than 60 days before the redemption date to each registered holder of Senior Notes to be redeemed.
Unless Generation defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Senior Notes or portions thereof called for redemption.
Covenants
Mergers and Consolidations
For so long as any Senior Notes remain outstanding, Generation may not consolidate with or merge with or into any other person, or sell, convey, transfer or lease our properties and assets substantially as an entirety to any person, and Generation will not permit any person to consolidate with or merge with or into Generation, unless:
| • | immediately prior to and immediately following such consolidation, merger, sale or lease, no Event of Default under the Indenture shall have occurred and be continuing; and |
| • | Generation is the surviving or continuing entity, or the surviving or continuing entity or entity that acquires by sale, conveyance, transfer or lease is organized in the United States or under the laws of a foreign jurisdiction and consents to the jurisdiction of the courts of the United States and in either case expressly assumes the payment and performance of all of our obligations under the Indenture and the Senior Notes. |
Limitation on Liens
For so long as any Senior Notes remain outstanding, Generation may not issue, assume, guarantee or permit to exist any Indebtedness secured by any lien on any of its property, whether owned on the date that the Senior Notes are issued or thereafter acquired, without in any such case effectively securing the outstanding Senior Notes (together with, if Generation shall so determine, any other Indebtedness of or guaranteed by Generation ranking equally with the Senior Notes) equally and ratably with such Indebtedness (but only so long as such Indebtedness is so secured); provided that the foregoing restriction shall not apply to the following permitted liens:
| (1) | pledges or deposits in the ordinary course of business in connection with bids, tenders, contracts or statutory obligations or to secure surety or performance bonds; |
| (2) | liens imposed by law, such as carriers’, warehousemen’s and mechanics’ liens, arising in the ordinary course of business; |
| (3) | liens for property taxes being contested in good faith; |
| (4) | minor encumbrances, easements or reservations which do not in the aggregate materially adversely affect the value of the properties or impair their use; |
| (5) | liens on property existing at the time of acquisition thereof by Generation, or to secure any Indebtedness incurred by Generation prior to, at the time of, or within 90 days after the later of the acquisition, the completion of construction (including any improvements on an existing property) or the commencement of commercial operation of the property, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price or construction or improvements; |
| (6) | liens to secure purchase money Indebtedness not in excess of the cost or value of the property acquired; |
| (7) | liens securing obligations issued by a state, territory or possession of the United States, or any political subdivision of any of the foregoing or the District of Columbia, to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision) as in effect at the time of the issuance of such obligations; and |
| (8) | other liens to secure Indebtedness so long as the amount of outstanding Indebtedness secured by liens pursuant to this clause (8) does not exceed 10% of Generation’s consolidated net tangible assets. |
The Indenture does not limit Generation’s Subsidiaries’ ability to issue, assume, guarantee or permit to exist any Indebtedness secured by any lien on any of such Subsidiary’s property, whether owned on the date the Senior Notes are issued or thereafter acquired, provided that such Indebtedness is limited in recourse only to such Subsidiary.
As used in this report, “Indebtedness” of any person means (1) all indebtedness of such person for borrowed money, (2) all obligations of such person evidenced by senior notes, debentures, notes or other similar instruments, (3) all obligations of such person to pay the deferred purchase price of property or services, (4) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such person (even though the rights and remedies of the seller or lender under such agreement in the event of the default are limited to repossession or sale of such property), (5) all capital lease obligations of such person (excluding leases of property in the ordinary course of business), and (6) all Indebtedness of the type referred to in clauses (1) through (5) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any lien or security interest on property.
As used in this report, “Subsidiary” means any corporation or other entity of which sufficient voting stock or other ownership or economic interests having ordinary voting power to elect a majority of the board of directors (or equivalent body) are at the time directly or indirectly held by Generation.
Restriction on Sales and Leasebacks
For so long as any Senior Notes remain outstanding, Generation may not enter into any sale and leaseback transaction with any Subsidiary. In addition, Generation may not enter into any sale and leaseback transaction unless it complies with this restrictive covenant. A “sale and leaseback transaction” generally is an arrangement between Generation and a Subsidiary, bank, insurance company or other lender or investor where Generation leases real or personal property which was or will be sold by Generation to that Subsidiary, lender or investor.
Generation can comply with this restrictive covenant if it meets either of the following conditions:
| • | the sale and leaseback transaction is entered into prior to, concurrently with or within 90 days after the acquisition, the completion of construction (including any improvements on an existing property) or the commencement of commercial operations of the property; or |
| • | Generation could otherwise grant a lien on the property as a permitted lien described in “Limitation on Liens” above. |
Additional Events of Default
In addition to the events of default described in the Indenture, an event of default under the Senior Notes will include:
| • | an event of default, as defined in any of Generation’s instruments under which there may be issued, or by which there may be secured or evidenced, any Indebtedness of Generation that has resulted in the acceleration of such Indebtedness, or any default occurring in payment of any such Indebtedness at final maturity (and after the expiration of any applicable grace periods), other than such Indebtedness the principal of which, and interest on which, does not individually, or in the aggregate, exceed $100,000,000; or |
| • | one or more final judgments, decrees or orders of any court, tribunal, arbitrator, administrative or other governmental body or similar entity for the payment of money shall be rendered against Generation or any of its properties in an aggregate amount in excess of $100,000,000 (excluding the amount thereof covered by insurance) and such judgment, decree or order shall remain unvacated, undischarged and unstayed for more than 60 consecutive days, except while being contested in good faith by appropriate proceedings. |
In connection with the issuance of the bonds, Ballard Spahr LLP provided Generation with the legal opinions attached to this report as Exhibit 5.1 and Exhibit 8.1.
A copy of the Underwriting Agreement dated March 7, 2017 among Generation, Barclays Capital Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, is filed as Exhibit 1.1 to this report.
Reference is made to the form of Additional 2020 Note attached as Exhibit 4.1 and form of 2022 Note attached as Exhibit 4.2 for additional covenants, events of default and other terms and conditions of the Senior Notes.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit | Description | |
| 1.1 | Underwriting Agreement dated March 7, 2017 among Generation, Barclays Capital Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein. | |
| 4.1 | Form of Additional 2020 Note. | |
| 4.2 | Form of 2022 Note. | |
| 5.1 | Exhibit 5 Opinion of Ballard Spahr LLP | |
| 8.1 | Exhibit 8 Opinion of Ballard Spahr LLP | |
* * * * *
This combined Form8-K is being filed separately by Exelon Corporation (Exelon) and Generation (collectively, the Registrants). Information contained herein relating to any individual Registrant has been filed by such Registrant on its own behalf. No Registrant makes any representation as to information relating to any other Registrant.
This Current Report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from these forward-looking statements include those discussed herein as well as those discussed in (1) Exelon’s 2016 Annual Report on Form10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 24; and (2) other factors discussed in filings with the Securities and Exchange Commission by the Registrants.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EXELON CORPORATION |
/s/ Jonathan W. Thayer |
Jonathan W. Thayer |
Senior Executive Vice President and Chief Financial Officer |
Exelon Corporation |
EXELON GENERATION COMPANY, LLC |
/s/ Bryan P. Wright |
Bryan P. Wright |
Senior Vice President and Chief Financial Officer Exelon Generation Company, LLC |
March 10, 2017
EXHIBIT INDEX
Exhibit | Description | |
| 1.1 | Underwriting Agreement dated March 7, 2017 among Generation, Barclays Capital Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein. | |
| 4.1 | Form of Additional 2020 Note. | |
| 4.2 | Form of 2022 Note. | |
| 5.1 | Exhibit 5 Opinion of Ballard Spahr LLP | |
| 8.1 | Exhibit 8 Opinion of Ballard Spahr LLP | |