Exelon to merge with Constellation Energy in $7.9B deal

Source: Exelon Corp.

The boards of directors of Exelon Corporation (NYSE: EXC) and Constellation Energy (NYSE: CEG) announced that they have signed a definitive agreement to combine the two companies in a stock-for-stock transaction. The agreement brings together Exelon’s large, environmentally-advantaged generation fleet and Constellation’s industry-leading customer-facing businesses, creating a platform for growth and delivering stakeholder benefits. 

The resulting company will retain the Exelon name and be headquartered in Chicago. Exelon’s power marketing business (Power Team) and Constellation’s retail and wholesale business will be consolidated under the Constellation brand and be headquartered in Baltimore. Both companies’ renewable energy businesses will also be headquartered in Baltimore, and the three utilities within the new Exelon – BGE, ComEd and PECO – will remain standalone organizations. 

Exelon Chairman and CEO John W. Rowe said, “This merger creates the number one competitive energy provider with one of the industry’s cleanest and lowest-cost power generation fleets and one of the largest commercial, industrial and residential customer bases in the United States. Both Exelon and Constellation have demonstrated their commitment to sustainability and competitive markets, helping drive innovation, efficiency, customer choice and better rates. Together, we will be an even stronger advocate for achieving these ideals.” 

The new company will bring clean power and competitive prices to millions of customers. It will be: 

• The number one competitive energy products and services supplier by load (about 165 terawatt-hours) and customers (about 35,000 commercial and industrial and millions of households through retail and wholesale sales) across 38 states, the District of Columbia, and the Canadian provinces of Alberta and Ontario; 

• The number two residential electricity and gas distribution company, serving 6.6 million customers in Maryland, Illinois and Pennsylvania; 

• The number one competitive power generator (more than 34 gigawatts of power generation and 226 terawatt-hours of expected output), including the nation’s largest nuclear fleet (nearly 19,000 megawatts); and
 
• One of the nation’s cleanest power generation fleets (about 55% nuclear, 24% natural gas and 8% renewable/hydro) and a leadership position in commercial solar energy development, energy efficiency and demand response services.
 

Terms of the Transaction 

The market capitalization of the combined company will be $34 billion with an enterprise value of $52 billion. Under the merger agreement, Constellation’s shareholders will receive 0.930 shares of Exelon common stock in exchange for each share of Constellation common stock. Based on Exelon’s closing share price on April 27, 2011, Constellation shareholders would receive a value of $38.59 per share, or $7.9 billion in total equity value.
 
The exchange ratio represents an 18.1% premium to the 30-day average closing stock prices of Exelon and Constellation as of April 27, 2011. 

Following completion of the merger, Exelon shareholders will own approximately 78% of the combined company and Constellation shareholders approximately 22% on a fully diluted basis.
 
The combination is anticipated to be break-even to Exelon’s adjusted earnings in 2012; in 2013, it is expected to be accretive to earnings by more than 5%. 

Based on Exelon’s current annual cash dividend rate of $2.10 per common share, Constellation shareholders would receive an approximate 103% dividend increase, or $0.99 per Constellation share over the current Constellation annual dividend. 


Leadership, Board Structure and Headquarters 

Shattuck will become executive chairman of the combined company. Crane will become president and CEO. Under the agreement, Rowe will retire upon closing of the transaction. 

Both Crane and Shattuck will serve on the 16-member board of directors of the combined company, 12 members of which will be designated from Exelon’s board of directors and 4 from Constellation’s. 

Following the merger, the resulting company will retain the Exelon name and be headquartered in Chicago. In addition to the corporate headquarters, Illinois will continue to be home to ComEd and Exelon Business Services Company (both in Chicago), as well as the Midwest regional headquarters for Exelon Nuclear (in Warrenville). 

Pennsylvania will continue to be home to headquarters for PECO (in Philadelphia) and Exelon Power (in Kennett Square). Exelon Nuclear’s headquarters will also be located at Kennett Square. 

Exelon’s and Constellation’s commercial retail and wholesale businesses will be consolidated under the Constellation brand and headquartered in Baltimore. BGE will retain its Baltimore headquarters. 

BGE, ComEd and PECO will remain headquartered in Baltimore, Chicago and Philadelphia, respectively, focused on safety, customer service, reliability and consistent infrastructure investment within their jurisdictions. However, the merger is expected to benefit customers as all three utilities work together to share best practices to continually improve performance. 


Benefits for BGE Customers, Investment in Maryland’s Economy and Energy Infrastructure, and a Platform for National Growth Headquartered in Baltimore 

The transaction will benefit the State of Maryland, the City of Baltimore and BGE gas and electric customers specifically. The public interest is strongly served and the State of Maryland will be advantaged by the companies’ intention and commitment to proceed with the plan described below. 

The growth engine of the combined corporation will be headquartered in Baltimore. Exelon’s Power Team will be combined with Constellation’s wholesale and retail business under the Constellation brand. 

Both companies’ renewable energy businesses will also be headquartered in Baltimore, and build on their growing success with utility-scale renewable energy generation, solar and other renewable generation on-site at customer facilities, and a vibrant business providing customers with renewable energy credits, Green-e certificates, and other green electricity products. 

To house the expanded Baltimore commercial and renewable energy headquarters, the new company intends to build or substantially renovate a state-of-the-art Leadership in Energy and Environmental Design (LEED®) office center in Baltimore. Additionally: 

• $4 million will be provided to support the objectives of the EmPower Maryland Energy Efficiency Act; 

• $10 million will be provided to help spur development of electric vehicle infrastructure in Maryland; and
 
• More than $50 million will be invested to develop 25 megawatts of renewable energy in Maryland. 

BGE customers will receive the following direct benefits: 

• A $100 credit will be given to each BGE residential customer within 90 days after closing; 

• $5 million will be provided for the State of Maryland's Electric Universal Service Program (EUSP); 

• BGE’s electric and gas operations will continue to be managed from the BGE headquarters in Baltimore; 

• BGE jobs will not be affected by the merger for at least two years after the transaction closes; and 

• BGE customers will benefit from the sharing of best practices with Exelon’s utilities PECO and ComEd in the areas of safety, reliability, efficiency and customer service 

In addition, the companies have agreed that charitable giving of about $10 million annually by the Baltimore-based businesses would be maintained for at least 10 years following the merger. 

The total value of direct investment in Maryland will be more than $250 million. 


Approvals and Timing 

The transaction must be approved by the stockholders of both Exelon and Constellation. Completion of the merger is also conditioned upon approval by the Federal Energy Regulatory Commission (FERC), Nuclear Regulatory Commission (NRC), Maryland Public Service Commission, the New York Public Service Commission, the Public Utility Commission of Texas, and other state and federal regulatory bodies. 

The companies are committed to mitigating any competitive issues including divesting three Constellation generating stations located in PJM, which is the only market where there is a material overlap of generation owned by both companies. These stations, Brandon Shores and H.A.Wagner in Anne Arundel County, Md., and C.P. Crane in Baltimore County, Md., include baseload coal-fired generation units plus associated gas/oil units located at the same sites, and total 2,648 MW of generation capacity. The transaction is also subject to the notification and reporting requirements under the Hart-Scott-Rodino Act and other customary closing conditions.
 
The companies anticipate closing in early 2012.



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