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Exelon (Nasdaq: EXC) has priced a public offering of 11,300,000 shares of common stock, aiming for approximately $500 million in gross proceeds. The underwriters also have a 30-day option to purchase an additional 1,695,000 shares. The offering is set to close on Aug. 9, 2022. The net proceeds will be allocated to repay part of a $1.15 billion term loan credit facility. Barclays Capital, Goldman Sachs, J.P. Morgan, and Morgan Stanley are the joint underwriters.
Positive
Net proceeds will reduce debt by repaying part of a $1.15 billion term loan credit facility.
Negative
Issuing new shares may lead to shareholder dilution.
CHICAGO--(BUSINESS WIRE)--
Exelon (Nasdaq: EXC) today announced the pricing of an underwritten public offering of 11,300,000 shares of common stock for expected gross proceeds of approximately $500 million before deducting estimated offering expenses. In connection with the offering, the underwriters have been granted a 30-day option to purchase up to an additional 1,695,000 shares of common stock. The offering is expected to close on Aug. 9, 2022, subject to the satisfaction of customary closing conditions. The net proceeds from the offering will be used to permanently repay a portion of the borrowings under a $1.15 billion term loan credit facility.
Barclays Capital Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC acted as joint book-running managers and underwriters for the offering.
A registration statement relating to the offering of common stock has been filed with the U.S. Securities and Exchange Commission (SEC) and became effective upon filing on Aug. 3, 2022. The offering of common stock is being made only by means of a prospectus supplement and accompanying prospectus. Before making an investment in these securities, potential investors should read the prospectus supplement and the accompanying prospectus for more complete information about Exelon and the offering. Potential investors may obtain these documents from the SEC on the SEC’s website at www.sec.gov. Alternatively, potential investors may obtain copies of the prospectus supplement and accompanying prospectus relating to the offering by contacting Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, barclaysprospectus@broadridge.com, (888) 603-5847; Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282 Attention: Prospectus Department, by telephone: (866) 471-2526 or by email at prospectus-ny@ny.email.gs.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Toll-free: 1-866-803-9204; and Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, shares of Exelon’s common stock and will not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
Cautionary Statements Regarding Forward-Looking Information
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” 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 Exelon include those factors discussed herein, as well as the items discussed in (1) Exelon’s 2021 Annual Report on Form 10-K filed with the SEC on February 25, 2022 in Part I, ITEM 1A. Risk Factors; (2) Exelon’s Current Report on Form 8-K filed with the SEC on June 30, 2022 to recast Exelon's consolidated financial statements and certain other financial information originally included in the 2021 Form 10-K in (a) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (b) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 17, Commitments and Contingencies; (3) Exelon’s Second Quarter 2022 Quarterly Report on Form 10-Q (filed with the SEC on Aug. 3, 2022) in (a) Part II, ITEM 1A. Risk Factors, (b) Part I, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part I, ITEM 1. Financial Statements: Note 12, Commitments and Contingencies; and (4) other factors discussed in filings by Exelon with the SEC.
Investors are cautioned not to place undue reliance on these forward-looking statements, whether written or oral, which apply only as of the date of this press release. Exelon does not undertake any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this press release.
About Exelon
Exelon (Nasdaq: EXC) is a Fortune 200 company and the nation’s largest utility company, serving more than 10 million customers through six fully regulated transmission and distribution utilities — Atlantic City Electric (ACE), Baltimore Gas and Electric (BGE), Commonwealth Edison (ComEd), Delmarva Power & Light (DPL), PECO Energy Company (PECO), and Potomac Electric Power Company (Pepco). More than 18,000 Exelon employees dedicate their time and expertise to supporting our communities through reliable, affordable and efficient energy delivery, workforce development, equity, economic development and volunteerism. Follow Exelon on Twitter @Exelon.
