Exelon Reports Material Agreement & New Financial Obligation

Ticker: EXC · Form: 8-K · Filed: Feb 27, 2024 · CIK: 1109357

Exelon CORP 8-K Filing Summary
FieldDetail
CompanyExelon CORP (EXC)
Form Type8-K
Filed DateFeb 27, 2024
Risk Levelmedium
Pages5
Reading Time6 min
Key Dollar Amounts$1.7 billion, $650 million, $400 million, $500 million, $689 million
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, debt, corporate-action

TL;DR

**Exelon just filed an 8-K for a new material agreement and financial obligation, details pending!**

AI Summary

Exelon Corporation filed an 8-K on February 27, 2024, reporting the entry into a material definitive agreement and the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement. These events were reported as occurring on the same date, February 27, 2024. Specific details regarding the nature, parties involved, or financial amounts of these arrangements are not disclosed in this filing snippet.

Why It Matters

The entry into a material definitive agreement or the creation of a new financial obligation can significantly impact a company's financial health, operational strategy, and future liabilities, potentially affecting shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions (material agreement, financial obligation) but lacks specific details, making the actual impact and associated risks currently unknown.

Key Players & Entities

FAQ

What type of SEC filing did Exelon Corporation submit?

Exelon Corporation submitted a Form 8-K, a current report.

What was the date of the earliest event reported in this filing?

The earliest event reported in this filing occurred on February 27, 2024.

What are the two main types of events Exelon reported in this 8-K?

Exelon reported the entry into a Material Definitive Agreement and the Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

What is Exelon Corporation's state of incorporation?

Exelon Corporation is a Pennsylvania corporation.

What is the SEC File Number for Exelon Corporation?

The SEC File Number for Exelon Corporation is 001-16169.

Filing Stats: 1,376 words · 6 min read · ~5 pages · Grade level 9.2 · Accepted 2024-02-27 16:23:27

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On February 27, 2024, Exelon Corporation (the "Company") issued and sold $1.7 billion in aggregate principal amount of notes consisting of $650 million principal amount of its 5.150% Notes due 2029 (the "2029 Notes"), $650 million principal amount of its 5.450% Notes due 2034 (the "2034 Notes") and an additional $400 million principal amount of its 5.600% Notes due 2053 (the "2053 Notes" and, collectively with the 2029 Notes and the 2034 Notes, the "Notes"). See Item 2.03 below for a description of the Notes and related agreements. Section 2 – Financial Information

03. Creation of a Direct Financial Obligation

Item 2.03. Creation of a Direct Financial Obligation On February 27, 2024, the Company issued and sold $1.7 billion in aggregate principal amount of Notes. The Notes were issued under an indenture, dated as of June 11, 2015 (the "Base Indenture"), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, as amended and supplemented by the Seventh Supplemental Indenture, dated as of February 27, 2024 (the "Seventh Supplemental Indenture"). The Base Indenture is filed as Exhibit 4.1 to this Form 8-K and the Seventh Supplemental Indenture is filed as Exhibit 4.2 to this Form 8-K and are each incorporated herein by reference. A portion of the net proceeds from the sale of the Notes, together with available cash balances, will be used to repay $500 million of Exelon's outstanding term loan maturing in April 2024 and bearing interest at the Secured Overnight Financing Rate (SOFR) plus 0.85% and $689 million of Exelon's currently outstanding commercial paper borrowings having an approximate weighted average interest rate of 5.600% per annum as of February 16, 2024. The remainder of the net proceeds will be used for general corporate purposes. The 2029 Notes will pay interest at the fixed rate of 5.150% per annum, the 2034 Notes will pay interest at the fixed rate of 5.450% per annum and the 2053 Notes will pay interest at the fixed rate of 5.600% per annum. Interest on the Notes will be payable semi-annually on March 15 and September 15 of each year, beginning on September 15, 2024, in the case of the 2029 Notes and 2034 Notes, and March 15, 2024, in the case of the 2053 Notes. The 2029 Notes will mature on March 15, 2029, the 2034 Notes will mature on March 15, 2034 and the 2053 Notes will mature on March 15, 2053. In connection with the issuance of the Notes, Ballard Spahr LLP provided the Company with the legal opinions attached to this report as Exhibit 5.1 and Exhibit 8.1. A copy of the Underwriting Agreement dated February 22, 202

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. The following exhibits are filed herewith: Exhibit No. Description 1.1 Underwriting Agreement dated February 22, 2024 among the Company, Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein 4.1 Indenture, dated as of June 11, 2015, among Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee (file no. 1-16169, Form 8-K dated June 11, 2015, Exhibit 4.1) 4.2 Seventh Supplemental Indenture, dated as of February 27 , 2024, among Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee 5.1 Exhibit 5 .1 Opinion of Ballard Spahr LLP 8.1 Exhibit 8 .1 Opinion of Ballard Spahr LLP 101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * * * * * This Current Report contains certain forward-looking statements within the meaning of federal securities laws that are subject to risks and uncertainties. Words such as "could," "may," "expects," "anticipates," "will," "targets," "goals," "projects," "intends," "plans," "believes," "seeks," "estimates," "predicts," "should," and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic, and financial performance, are intended to identify such forward-looking statements. The factors that could cause actual results to differ materially from the forward-looking statements made by the Company include those factors discussed herein as well as the items discussed in (1) the Company's 2023 Annual Report on Form 10-K in (a) Part I, ITEM 1A. Risk Factors, (b) Part II, ITEM 7. Management's Discussion and Analysis of Financial Condition and Resul

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EXELON CORPORATION /s/ Jeanne M. Jones Jeanne M. Jones Executive Vice President and Chief Financial Officer February 27, 2024 EXHIBIT INDEX Exhibit No. Description 1.1 Underwriting Agreement dated February 22, 2024 among the Company, Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein 4.1 Indenture, dated as of June 11, 2015, among Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee (file no. 1-16169, Form 8-K dated June 11, 2015, Exhibit 4.1) 4.2 Seventh Supplemental Indenture, dated as of February 27 , 2024, among Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee 5.1 Exhibit 5 .1 Opinion of Ballard Spahr LLP 8.1 Exhibit 8 .1 Opinion of Ballard Spahr LLP 101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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