UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 16, 2006
Date of Report (Date of earliest event reported)
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Exact Name of Registrant as Specified in Its Charter; State of |
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Incorporation; Address of Principal Executive Offices; and |
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IRS Employer |
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Telephone Number |
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Identification Number |
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1-16169
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EXELON CORPORATION
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23-2990190 |
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(a Pennsylvania corporation) |
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10 South Dearborn Street – 37th Floor |
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P.O. Box 805379 |
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Chicago, Illinois 60680-5379 |
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(312) 394-7398 |
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333-85496
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EXELON GENERATION COMPANY, LLC
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23-3064219 |
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(a Pennsylvania limited liability company) |
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300 Exelon Way |
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Kennett Square, Pennsylvania 19348 |
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(610) 765-6900 |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On February 10, 2006, Exelon Generation Company, LLC (Generation) entered into separate
unsecured one-year revolving bilateral credit facilities with each of Wachovia Bank, National
Association, Citibank, N.A. and HSBC Bank USA, National Association, and, on February 13, 2006,
Generation entered into separate unsecured one-year revolving bilateral credit facilities with each
of The Royal Bank of Scotland plc, Barclays Bank PLC and Wells Fargo Bank, National Association.
Those credit facilities provide for an aggregate commitment of $875 million. On February 16, 2006,
Generation entered into an additional separate unsecured one-year revolving bilateral credit
facility with U.S. Bank National Association. This additional credit facility provides for a
commitment of $75 million. The aggregate commitment of all such bilateral credit facilities of
Generation (Credit Facilities) is $950 million, which may be drawn down in the form of loans and/or
letters of credit. The Credit Facilities will be used principally to
meet short-term financing needs at Generation and to issue letters of credit.
Loans outstanding under the Credit Facilities will bear interest at a rate equal to (a) at any
time a loan is a LIBOR Loan, the LIBO Rate for each applicable interest period plus a specific
margin and (b) at any time a loan is a Base Rate Loan, the applicable lender’s standard prime rate
as in effect. In addition, Generation will pay a facility fee at a rate per annum equal to a
specified facility fee rate on the individual commitment amount under each Credit Facility
regardless of usage.
The Credit Facilities incorporate by reference the covenants in Generation’s existing
syndicated credit facility dated as of July 16, 2004 among Generation, Exelon Corporation,
Commonwealth Edison Company, PECO Energy Company and various financial institutions and JPMorgan
Chase Bank, N.A., as administrative agent, as amended (Syndicated Credit Facility). These
covenants include, among others: a limitation on liens; a limitation on mergers, consolidations
and a disposition of assets; and maintenance of specified interest coverage ratios.
The Credit Facilities also incorporate by reference the events of default in the Syndicated
Credit Facility, which are standard events of default for agreements of this type. The nonpayment
of any outstanding principal, interest, fees or amounts due under the Credit Facilities and the
failure to perform or observe covenants, among other things, could result in an event of default.
The description of the Credit Facilities set forth above is not complete and is qualified in
its entirety by reference to the Credit Facilities. A copy of the U.S. Bank National Association
Credit Facility is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Section 2 – Financial Information
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
See Item 1.01 above for a description of Generation’s Credit Facility with U.S. Bank National
Association, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
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Except for the historical information contained herein, certain of the matters discussed in this
Report are 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 the forward-looking statements made by a registrant
include those factors discussed herein, as well as the items discussed in (a) the Registrants’ 2005
Annual Report on Form 10-K—ITEM 1A. Risk Factors, (b) the Registrants’ 2005 Annual Report on Form
10-K—ITEM 8. Financial Statements and Supplementary Data: Exelon—Note 20 and Generation—Note 17, and (c) other factors discussed in filings with the SEC by the
Registrants. Readers are cautioned not to place undue reliance on these forward-looking
statements, which apply only as of the date of this Report. None of the Registrants undertakes any
obligation to publicly release any revision to its forward-looking statements to reflect events or
circumstances after the date of this Report.