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Exelon Corporation (NYSE: EXC) (“Exelon”) announced today that it plans to commence concurrent registered offerings of 50,000,000 shares of its common stock in connection with forward sales agreements (as discussed below) and 20,000,000 equity units (aggregate stated amount of $1.0 billion). Net proceeds of the offerings will be used to finance a portion of the Pepco Holdings Inc. acquisition announced on April 30, 2014, and for general corporate purposes.
In connection with the offerings, Exelon expects to grant the underwriters of the offerings a 30-day option to purchase up to an additional 7,500,000 shares of Exelon common stock and a 13-day option to purchase up to an additional 3,000,000 equity units upon the same terms.
In connection with the common stock offering, Exelon expects to enter into forward sale agreements with an affiliate of Barclays Capital Inc. and Goldman, Sachs & Co. (the “forward counterparties”). Under those agreements, Exelon will agree to issue and sell to the forward counterparties (subject to Exelon's right to cash or net share settle the forward sale agreements) the same number of shares of Exelon common stock sold by the forward counterparties (or their respective affiliates) in the underwritten public offering.
Settlement of the forward sale agreements is expected to occur on dates to be specified by Exelon, but no later than October 29, 2015. Upon physical settlement of the forward sale agreements, Exelon will issue and deliver to the forward counterparties shares of its common stock in exchange for cash proceeds per share equal to the forward sale price, which will initially be the public offering price, less underwriting discounts and commissions, and will be subject to certain adjustments as provided in the forward sale agreements. Exelon may, subject to certain conditions, elect cash or net share settlement for all or a portion of its rights or obligations under the forward sale agreements.