- Current report filing (8-K)
August 11 2010 - 4:20PM
Edgar (US Regulatory)
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
Date of report (Date of earliest event reported):
August 7, 2010
CONSTELLATION
ENERGY GROUP, INC.
(Exact Name of Registrant as Specified in Its
Charter)
1-12869
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52-1964611
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(Commission File Number)
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(IRS Employer Identification No.)
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Maryland
(State or Other Jurisdiction of Incorporation)
100 Constellation Way, Baltimore, MD
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21202
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(Address of Principal Executive Offices)
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(Zip Code)
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(410) 470-2800
(Registrants Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since
Last Report)
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))
Item 1.01 Entry into a
Material Definitive Agreement.
On August 7, 2010,
Constellation Energy Group, Inc., a Maryland corporation (Constellation Energy),
and its indirect wholly owned subsidiary, Constellation Holdings, Inc., a
Maryland corporation (Constellation Holdings and, together with Constellation
Energy, Constellation), entered into an Asset Purchase Agreement (the Asset
Purchase Agreement) with EBG Holdings LLC, a Delaware limited liability
company (EBG Holdings), Boston Generating, LLC, a Delaware limited liability
company (BGen), Mystic I, LLC, a Delaware limited liability company (Mystic
I), Fore River Development, LLC, a Delaware limited liability company (FRD),
Mystic Development, LLC, a Delaware limited liability company (Mystic
Development), BG Boston Services, LLC, a Delaware limited liability company (BGBS),
and BG New England Power Services, Inc., a Delaware corporation (BGNE and,
together with EBG Holdings, BGen, Mystic I, FRD, Mystic Development and BGBS, Sellers).
Pursuant to the Asset
Purchase Agreement, Constellation Holdings would purchase (the Acquisition)
from Sellers five natural gas fired power plants located in the Boston
area: Mystic 8 and 9 (1,580 megawatts),
Fore River (787 megawatts), Mystic 7 (574 megawatts) and Mystic Jet (9
megawatts). The purchase price for the Acquisition is $1.1 billion, subject to
a working capital adjustment at closing in accordance with the terms of the
Asset Purchase Agreement. In addition,
Constellation Holdings will assume certain liabilities of Sellers as specified
in the Asset Purchase Agreement.
Constellation Energy has guaranteed the performance of all payment and
other obligations of Constellation Holdings under the Asset Purchase
Agreement. Constellation Holdings has
deposited $50.0 million in an escrow account pursuant to the Asset Purchase
Agreement, which is to be applied towards the purchase price for the
Acquisition. Such deposit (together with
all accrued investment income or interest therein) will be returned to
Constellation if the Acquisition is not consummated for any reason other than a
breach by Constellation of its representations, warranties, covenants or
agreements contained in the Asset Purchase Agreement.
The Acquisition is expected
to be executed through bankruptcy proceedings under Chapter 11 of the U.S.
Bankruptcy Code to be initiated by Sellers in the United States Bankruptcy
Court for the Southern District of New York (the Bankruptcy Court) no later
than August 20, 2010. The consummation
of the Acquisition is subject to the approval of the Asset Purchase Agreement
by the Bankruptcy Court following an auction of the assets of Sellers that is
expected to be held in the fourth quarter of 2010 under the supervision of the
Bankruptcy Court. The Acquisition also
is subject to other customary closing conditions.
The Asset Purchase Agreement
provides that, in certain specified circumstances, Sellers must pay
Constellation Holdings a termination fee of $30.0 million (if the Asset Purchase
Agreement is terminated because the Bankruptcy Court approves an Alternative
Transaction (as defined in the Asset Purchase Agreement)) or $15.0 million
(under certain circumstances involving a breach by Sellers of the Asset
Purchase Agreement). In addition,
Sellers have agreed to reimburse Constellation Holdings for up to $5.0 million
in expenses under certain circumstances.
The Asset Purchase Agreement
may be terminated by either Constellation Holdings or Sellers if the
Acquisition is not consummated on or before December 6, 2010.
1
The foregoing description of
the Asset Purchase Agreement is only a summary, does not purport to be complete
and is qualified in its entirety by reference to the Asset Purchase Agreement,
which is attached as Exhibit 2.1 hereto and is incorporated herein by
reference. The press release issued by
Constellation on August 9, 2010 announcing the Asset Purchase Agreement is
attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The Asset Purchase Agreement has been included as an exhibit
to this Current Report on Form 8-K to provide you with information regarding
its terms. It is not intended to provide
any other factual information about Constellation. The Asset Purchase Agreement contains
representations and warranties that the parties thereto made to each other as
of specific dates. The assertions
embodied in the representations and warranties in the Asset Purchase Agreement
were made solely for purposes of the Asset Purchase Agreement and the
transactions and agreements contemplated thereby among the parties thereto and
may be subject to important qualifications and limitations agreed to by the
parties thereto in connection with negotiating the terms thereof. Moreover, some of those representations and
warranties may not be accurate or complete as of any specified date, may be
subject to a contractual standard of materiality different from those generally
applicable to shareholders or may have been used for the purpose of allocating
risk among the parties to the Asset Purchase Agreement rather than establishing
matters as facts.
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
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Description
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2.1
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Asset Purchase Agreement,
dated as of August 7, 2010, by and among EBG Holdings LLC, Boston Generating,
LLC, Mystic I, LLC, Fore River Development, LLC, Mystic Development, LLC, BG
Boston Services, LLC, BG New England Power Services, Inc., Constellation
Holdings, Inc. and Constellation Energy Group, Inc.
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99.1
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Press release of
Constellation Energy Group, Inc. dated August 9, 2010.
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2
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.
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CONSTELLATION ENERGY
GROUP, INC.
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Date
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August 11, 2010
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/s/ Charles A. Berardesco
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By:
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Charles A. Berardesco
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Its:
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Senior Vice President and
General Counsel
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3
EXHIBIT
INDEX
Exhibit
No.
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Description
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2.1
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Asset Purchase Agreement,
dated as of August 7, 2010, by and among EBG Holdings LLC, Boston Generating,
LLC, Mystic I, LLC, Fore River Development, LLC, Mystic Development, LLC, BG
Boston Services, LLC, BG New England Power Services, Inc., Constellation
Holdings, Inc. and Constellation Energy Group, Inc.
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99.1
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Press release of
Constellation Energy Group, Inc. dated August 9, 2010.
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4
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