Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed on November 20, 2019, Exelon Generation Company, LLC
("Generation") received notice that, pursuant to an April 1, 2014 Put Option
Agreement, EDF Inc. ("EDF") intended to exercise its put option to sell to
Generation its 49.99% equity interest in Constellation Energy Nuclear Group, LLC
("CENG"), a joint venture between Generation and EDF for the ownership and
operation of nuclear plants located on three sites, Calvert Cliffs (Maryland),
R.E. Ginna (New York) and Nine Mile Point (New York). Following the required
sixty-day notice period, the put option was automatically exercised on January
19, 2020.
On August 6, 2021, Generation and EDF entered into a Settlement Agreement (the
"Agreement") pursuant to which Generation, through a wholly owned subsidiary,
purchased EDF's equity interest in CENG for a net purchase price of $885
million, which includes, among other things, a credit for EDF's share of the
balance of a preferred distribution payable by CENG to Generation. The
difference between the net purchase price and EDF's Noncontrolling Interest as
of the closing date will be recorded on Generation's and Exelon Corporation's
("Exelon's") Consolidated Balance Sheets. In addition, pursuant to the
Agreement, EDF agreed to withdraw from all regulatory proceedings involving
Exelon's proposed separation of Generation from its six regulated electric and
gas utilities.
In connection with the Agreement, on August 6, 2021, Generation entered into a
$880,000,000 364-day Term Loan Credit Agreement (the "Credit Agreement") with
Barclays Bank PLC, pursuant to which Generation used the net proceeds to fund
the purchase of EDF's equity interest in CENG. The Credit Agreement will expire
on August 5, 2022, and loans made thereunder bear interest at a variable rate
equal to LIBOR plus 0.875% with 12.5 basis points increase commencing March 31,
2022. Borrowed funds are prepayable at any time following the funding at
Generation's option.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
101 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
104 The cover page from this Current Report on Form 8-K, formatted as Inline
XBRL.
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