- Current report filing (8-K)
October 21 2010 - 5:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 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):
October 15, 2010
Commission
File Number
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Exact
name of registrant as specified in its charter
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IRS
Employer
Identification No.
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1-12869
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CONSTELLATION
ENERGY GROUP, INC.
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52-1964611
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MARYLAND
(State
of Incorporation of registrant)
100 CONSTELLATION WAY, BALTIMORE, MARYLAND
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21202
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(Address of principal executive office)
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(Zip Code)
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410-470-2800
(Registrants telephone number, including area code)
NOT APPLICABLE
(Former name, former address
and former fiscal year, 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.
Item 2.03.
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On
October 15, 2010, Constellation Energy Group, Inc. (Constellation)
entered into a $2.5 billion 3-year, unsecured revolving credit facility (Credit
Agreement) with Bank of America, N.A., as a letter of credit issuing bank,
swingline lender and administrative agent, Banc of America Securities LLC,
Citigroup Global Markets Inc., RBS Securities Inc., BNP Paribas Securities
Corp., and The Bank of Nova Scotia, as joint lead arranger and book runners,
Citibank, N.A. and The Royal Bank of Scotland plc, as co-syndication agents and
The Bank of Nova Scotia and BNP Paribas, as co-documentation agents and various
other financial institutions. The Credit Agreement refinances Constellations
existing secured credit facility with Wells Fargo Bank, National Association
(successor-by-merger to Wachovia Bank, National Association), and provides for
commitments, which may be utilized in the form of revolving loans, swingline
loans (up to $50 million) or letters of credit. Constellation may elect to
increase the facility commitments by $500 million if the financial institutions
designated by Constellation agree to accept the additional commitments. Lending commitments under the Credit
Agreement will terminate on October 15, 2013.
The
credit facility will be available for working capital, capital expenditures,
and other general corporate purposes. Borrowings under the Credit Agreement
will bear interest at variable rates as determined at Constellations election,
at LIBOR or a base rate, in each case, plus an applicable margin. In addition,
under the Credit Agreement, Constellation is required to pay a per annum
facility fee and fees for letters of credit. The fees and interest rates under
the Credit Agreement adjust based on changes in certain credit ratings assigned
to Constellation by nationally recognized debt rating agencies.
The
Credit Agreement contains covenants that, among other things, restrict the
ability of Constellation and its subsidiaries (other than Baltimore Gas and
Electric Company) to create, incur or assume liens and sell or otherwise
dispose of assets. In addition, the
Credit Agreement contains covenants that restrict the ability of Constellation
and its Material Subsidiaries (as defined in the Credit Agreement) to enter
into mergers or consolidations or new lines of businesses. These covenants are subject to a number of
important exceptions and qualifications. Also, the Credit Agreement requires
Constellation to maintain a Specified Indebtedness to Capitalization ratio (as
defined in the Credit Agreement) as calculated as of the last day of each
fiscal quarter of less than or equal to .65 to 1.00. The Credit Agreement
includes events of default and other covenants that are usual for facilities
and transactions of this type.
The
foregoing description of the Credit Agreement is not complete and is qualified
in its entirety by reference to the complete terms of the Credit Agreement, a
copy of which is filed as Exhibit 10.1 and which is incorporated herein by
reference.
2
Item 1.02.
Termination
of a Material Definitive Agreement.
Effective
October 15, 2010, in connection with the execution of the Credit Agreement
disclosed above, Constellation terminated the $2.32 billion Second Amended and
Restated Credit Agreement, dated as of December 17, 2008, as amended,
among Constellation, Wells Fargo Bank, National Association
(successor-by-merger to Wachovia Bank, National Association), as agent and
various financial institutions (the Wachovia Credit Facility). All security interests granted by
Constellation and its subsidiaries pursuant to the Wachovia Credit Facility
were released upon termination of the facility.
Item
9.01.
Financial
Statements and Exhibits
(d)
Exhibits
Exhibit No.
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Description
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10.1
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Credit
Agreement, dated as of October 15, 2010, among Bank of America, N.A., as
a letter of credit issuing bank, swingline lender and administrative agent,
Banc of America Securities LLC, Citigroup Global Markets Inc., RBS Securities
Inc., BNP Paribas Securities Corp., and The Bank of Nova Scotia, as joint
lead arranger and book runners, Citibank, N.A. and The Royal Bank of Scotland
plc, as co-syndication agents and The Bank of Nova Scotia and BNP Paribas, as
co-documentation agents and the other lenders named therein
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SIGNATURE
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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(Registrant)
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Date:
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October 21,
2010
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/s/
Charles A. Berardesco
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Charles
A. Berardesco
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Senior
Vice President and General Counsel
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EXHIBIT INDEX
Exhibit No.
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Description
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10.1
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Credit
Agreement, dated as of October 15, 2010, among Bank of America, N.A., as
a letter of credit issuing bank, swingline lender and administrative agent,
Banc of America Securities LLC, Citigroup Global Markets Inc., RBS Securities
Inc., BNP Paribas Securities Corp., and The Bank of Nova Scotia, as joint
lead arranger and book runners, Citibank, N.A. and The Royal Bank of Scotland
plc, as co-syndication agents and The Bank of Nova Scotia and BNP Paribas, as
co-documentation agents and the other lenders named therein
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