Free Writing Prospectus Filed
Pursuant to Rule 433
To Prospectus dated May 23, 2014
Preliminary Prospectus Supplement
dated June 8, 2015
Registration Statement File No. 333-196220
Exelon Corporation
Pricing Term Sheet
$550,000,000 1.550% Notes Due 2017
| Issuer: |
Exelon Corporation | |
| Expected Ratings*: |
Baa2 (Moody’s) / BBB- (S&P) / BBB+ (Fitch) | |
| Principal Amount: |
$550,000,000 | |
| Security Type: |
Notes | |
| Trade Date: |
June 8, 2015 | |
| Settlement Date: |
June 11, 2015 (T+3) | |
| Coupon: |
1.550% | |
| Maturity Date: |
June 9, 2017 | |
| Interest Payment Dates: |
Semi-annually on June 9 and December 9, commencing December 9, 2015 | |
| Benchmark Treasury: |
0.625% due May 31, 2017 | |
| Benchmark Treasury Yield: |
0.685% | |
| Spread to Benchmark Treasury: |
+90 basis points | |
| Yield to Maturity: |
1.585% | |
| Offering Price: |
99.932% of Principal Amount | |
| Optional Redemption: |
At any time, at a redemption price equal to the greater of (i) 100% of the principal amount of the notes then outstanding to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the notes (exclusive of interest accrued to the redemption date) being redeemed to maturity, at a discount rate of Treasury plus 15 basis points, plus accrued and unpaid interest to the redemption date | |
| CUSIP / ISIN: |
30161N AG6 / US30161NAG60 | |
| Joint Book-Running Managers: |
Barclays Capital Inc. Goldman, Sachs & Co. BNP Paribas Securities Corp. Mitsubishi UFJ Securities (USA), Inc. Mizuho Securities USA Inc. Scotia Capital (USA) Inc. | |
| Senior Co-Managers: |
Merrill Lynch, Pierce, Fenner & Smith | |
| Incorporated | ||
| Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC J.P. Morgan Securities LLC RBC Capital Markets, LLC U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC | ||
| Co-Managers: |
Apto Partners, LLC Blaylock Beal Van, LLC BNY Mellon Capital Markets, LLC CIBC World Markets Corp. Credit Agricole Securities (USA) Inc. KeyBanc Capital Markets Inc. Loop Capital Markets LLC Mischler Financial Group, Inc. PNC Capital Markets LLC Siebert Brandford Shank & Co., L.L.C. SMBC Nikko Securities America, Inc. TD Securities (USA) LLC The Huntington Investment Company The Williams Capital Group, L.P. | |
| $900,000,000 2.850% Notes Due 2020 | ||
| Issuer: | Exelon Corporation | |
| Expected Ratings*: | Baa2 (Moody’s) / BBB- (S&P) / BBB+ (Fitch) | |
| Principal Amount: | $900,000,000 | |
| Security Type: | Notes | |
| Trade Date: | June 8, 2015 | |
| Settlement Date: | June 11, 2015 (T+3) | |
| Coupon: | 2.850% | |
| Maturity Date: | June 15, 2020 | |
| Interest Payment Dates: | Semi-annually on June 15 and December 15, commencing December 15, 2015 | |
| Benchmark Treasury: | 1.50% due May 31, 2020 | |
| Benchmark Treasury Yield: | 1.704% | |
| Spread to Benchmark Treasury: | +115 basis points | |
| Yield to Maturity: | 2.854% | |
| Offering Price: | 99.981% of Principal Amount | |
| Optional Redemption: | At any time prior to May 15, 2020 (one month prior to the maturity date of the 2020 Notes), at a redemption price equal to the greater of (i) 100% of the principal amount of the notes then outstanding to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the notes (exclusive of interest accrued to the redemption date) being redeemed to May 15, 2020, at a discount rate of Treasury plus 20 basis points, plus accrued and unpaid interest to the redemption date; and on or after May 15, 2020 (one month prior to the maturity date of the 2020 Notes), at 100% of the principal amount, plus accrued and unpaid interest to the redemption date | |
| CUSIP / ISIN: | 30161N AH4 / US30161NAH44 | |
| Joint Book-Running Managers: | Barclays Capital Inc. Goldman, Sachs & Co. BNP Paribas Securities Corp. Mitsubishi UFJ Securities (USA), Inc. Mizuho Securities USA Inc. Scotia Capital (USA) Inc. | |
| Senior Co-Managers: | Merrill Lynch, Pierce, Fenner & Smith | |
| Incorporated | ||
| Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC J.P. Morgan Securities LLC RBC Capital Markets, LLC U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC | ||
| Co-Managers: | Apto Partners, LLC Blaylock Beal Van, LLC BNY Mellon Capital Markets, LLC CIBC World Markets Corp. Credit Agricole Securities (USA) Inc. KeyBanc Capital Markets Inc. Loop Capital Markets LLC Mischler Financial Group, Inc. PNC Capital Markets LLC Siebert Brandford Shank & Co., L.L.C. SMBC Nikko Securities America, Inc. TD Securities (USA) LLC The Huntington Investment Company The Williams Capital Group, L.P. | |
| $1,250,000,000 3.950% Notes Due 2025
| ||
| Issuer: | Exelon Corporation | |
| Expected Ratings*: | Baa2 (Moody’s) / BBB- (S&P) / BBB+ (Fitch) | |
| Principal Amount: | $1,250,000,000 | |
| Security Type: | Notes | |
| Trade Date: | June 8, 2015 | |
| Settlement Date: | June 11, 2015 (T+3) | |
| Coupon: | 3.950% | |
| Maturity Date: | June 15, 2025 | |
| Interest Payment Dates: | Semi-annually on June 15 and December 15, commencing December 15, 2015 | |
| Benchmark Treasury: | 2.125% due May 15, 2025 | |
| Benchmark Treasury Yield: | 2.375% | |
| Spread to Benchmark Treasury: | +160 basis points | |
| Yield to Maturity: | 3.975% | |
| Offering Price: | 99.795% of Principal Amount | |
| Special Mandatory Redemption: | Upon the first to occur of either (i) December 31, 2015, if the merger between Exelon Corporation and Pepco Holdings, Inc. (the “Merger”) is not consummated on or prior to such date, or (ii) the date on which the agreement relating to the Merger is terminated, in whole, at a price equal to 101% of the aggregate principal amount of the notes then outstanding, plus accrued and unpaid interest to the redemption date | |
| Optional Redemption: | If, in Exelon Corporation’s judgment, the Merger will not be consummated on or prior to December 31, 2015, in whole, at a redemption price equal to 101% of the aggregate principal amount of the notes then outstanding, plus accrued and unpaid interest to the redemption date; and at any time prior to March 15, 2025 (three months prior to the maturity date of the 2025 Notes), at a redemption price equal to the greater of (i) 100% of the principal amount of the notes then outstanding to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the notes (exclusive of interest accrued to the redemption date) being redeemed to March 15, 2025, at a discount rate of Treasury plus 25 basis points, plus accrued and unpaid interest to the redemption date; and on or after March 15, 2025 (three months prior to the maturity date of the 2025 Notes), at 100% of the principal amount plus accrued and unpaid interest to the redemption date | |
| CUSIP / ISIN: | 30161N AJ0 / US30161NAJ00 | |
| Joint Book-Running Managers: | Barclays Capital Inc. Goldman, Sachs & Co. BNP Paribas Securities Corp. Mitsubishi UFJ Securities (USA), Inc. Mizuho Securities USA Inc. Scotia Capital (USA) Inc. | |
| Senior Co-Managers: | Merrill Lynch, Pierce, Fenner & Smith | |
| Incorporated | ||
| Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC J.P. Morgan Securities LLC RBC Capital Markets, LLC U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC | ||
| Co-Managers: |
Apto Partners, LLC Blaylock Beal Van, LLC BNY Mellon Capital Markets, LLC CIBC World Markets Corp. Credit Agricole Securities (USA) Inc. KeyBanc Capital Markets Inc. Loop Capital Markets LLC Mischler Financial Group, Inc. PNC Capital Markets LLC Siebert Brandford Shank & Co., L.L.C. SMBC Nikko Securities America, Inc. TD Securities (USA) LLC The Huntington Investment Company The Williams Capital Group, L.P. | |
| $500,000,000 4.950% Notes Due 2035
| ||
| Issuer: | Exelon Corporation | |
| Expected Ratings*: | Baa2 (Moody’s) / BBB- (S&P) / BBB+ (Fitch) | |
| Principal Amount: | $500,000,000 | |
| Security Type: | Notes | |
| Trade Date: | June 8, 2015 | |
| Settlement Date: | June 11, 2015 (T+3) | |
| Coupon: | 4.950% | |
| Maturity Date: | June 15, 2035 | |
| Interest Payment Dates: | Semi-annually on June 15 and December 15, commencing December 15, 2015 | |
| Benchmark Treasury: | 2.50% due February 15, 2045 | |
| Benchmark Treasury Yield: | 3.122% | |
| Spread to Benchmark Treasury: | +185 basis points | |
| Yield to Maturity: | 4.972% | |
| Offering Price: | 99.722% of Principal Amount | |
| Special Mandatory Redemption: | Upon the first to occur of either (i) December 31, 2015, if the merger between Exelon Corporation and Pepco Holdings, Inc. (the “Merger”) is not consummated on or prior to such date, or (ii) the date on which the agreement relating to the Merger is terminated, in whole, at a price equal to 101% of the aggregate principal amount of the notes then outstanding, plus accrued and unpaid interest to the redemption date | |
| Optional Redemption: | If, in Exelon Corporation’s judgment, the Merger will not be consummated on or prior to December 31, 2015, in whole, at a redemption price equal to 101% of the aggregate principal amount of the notes then outstanding, plus accrued and unpaid interest to the redemption date; at any time prior to December 15, 2034 (six months prior to the maturity date of the 2035 Notes), at a redemption price equal to the greater of (i) 100% of the principal amount of the notes then outstanding to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the notes (exclusive of interest accrued to the redemption date) being redeemed to December 15, 2034, at a discount rate of Treasury plus 30 basis points plus accrued and unpaid interest to the redemption date; and on or after December 15, 2034 (six months prior to the maturity date of the 2035 Notes), at 100% of the principal amount plus accrued and unpaid interest to the redemption date | |
| CUSIP / ISIN: | 30161N AK7 / US30161NAK72 | |
| Joint Book-Running Managers: | Barclays Capital Inc. Goldman, Sachs & Co. BNP Paribas Securities Corp. Mitsubishi UFJ Securities (USA), Inc. Mizuho Securities USA Inc. Scotia Capital (USA) Inc. | |
| Senior Co-Managers: | Merrill Lynch, Pierce, Fenner & Smith | |
| Incorporated | ||
| Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC J.P. Morgan Securities LLC RBC Capital Markets, LLC U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC | ||
| Co-Managers: |
Apto Partners, LLC Blaylock Beal Van, LLC BNY Mellon Capital Markets, LLC CIBC World Markets Corp. Credit Agricole Securities (USA) Inc. KeyBanc Capital Markets Inc. Loop Capital Markets LLC Mischler Financial Group, Inc. PNC Capital Markets LLC Siebert Brandford Shank & Co., L.L.C. SMBC Nikko Securities America, Inc. TD Securities (USA) LLC The Huntington Investment Company The Williams Capital Group, L.P. | |
| $1,000,000,000 5.100% Notes Due 2045
| ||
| Issuer: | Exelon Corporation | |
| Expected Ratings*: | Baa2 (Moody’s) / BBB- (S&P) / BBB+ (Fitch) | |
| Principal Amount: | $1,000,000,000 | |
| Security Type: | Notes | |
| Trade Date: | June 8, 2015 | |
| Settlement Date: | June 11, 2015 (T+3) | |
| Coupon: | 5.100% | |
| Maturity Date: | June 15, 2045 | |
| Interest Payment Dates: | Semi-annually on June 15 and December 15, commencing December 15, 2015 | |
| Benchmark Treasury: | 2.50% due February 15, 2045 | |
| Benchmark Treasury Yield: | 3.122% | |
| Spread to Benchmark Treasury: | +200 basis points | |
| Yield to Maturity: | 5.122% | |
| Offering Price: | 99.664% of Principal Amount | |
| Special Mandatory Redemption: | Upon the first to occur of either (i) December 31, 2015, if the merger between Exelon Corporation and Pepco Holdings, Inc. (the “Merger”) is not consummated on or prior to such date, or (ii) the date on which the agreement relating to the Merger is terminated, in whole, at a price equal to 101% of the aggregate principal amount of the notes then outstanding, plus accrued and unpaid interest to the redemption date | |
| Optional Redemption: | If, in Exelon Corporation’s judgment, the Merger will not be consummated on or prior to December 31, 2015, in whole, at a redemption price equal to 101% of the aggregate principal amount of the notes then outstanding, plus accrued and unpaid interest to the redemption date; at any time prior to December 15, 2044 (six months prior to the maturity date of the 2045 Notes), at a redemption price equal to the greater of (i) 100% of the principal amount of the notes then outstanding to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the notes (exclusive of interest accrued to the redemption date) being redeemed to December 15, 2044, at a discount rate of Treasury plus 30 basis points plus accrued and unpaid interest to the redemption date; and on or after December 15, 2044 (six months prior to the maturity date of the 2045 Notes), at 100% of the principal amount plus accrued and unpaid interest to the redemption date | |
| CUSIP / ISIN: | 30161N AL5 / US30161NAL55 | |
| Joint Book-Running Managers: | Barclays Capital Inc. Goldman, Sachs & Co. BNP Paribas Securities Corp. Mitsubishi UFJ Securities (USA), Inc. Mizuho Securities USA Inc. Scotia Capital (USA) Inc. | |
| Senior Co-Managers: | Merrill Lynch, Pierce, Fenner & Smith | |
| Incorporated | ||
| Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC J.P. Morgan Securities LLC RBC Capital Markets, LLC U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC | ||
| Co-Managers: |
Apto Partners, LLC Blaylock Beal Van, LLC BNY Mellon Capital Markets, LLC CIBC World Markets Corp. Credit Agricole Securities (USA) Inc. KeyBanc Capital Markets Inc. Loop Capital Markets LLC Mischler Financial Group, Inc. PNC Capital Markets LLC Siebert Brandford Shank & Co., L.L.C. SMBC Nikko Securities America, Inc. TD Securities (USA) LLC The Huntington Investment Company The Williams Capital Group, L.P. | |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847 or Goldman, Sachs & Co. toll-free at 1-866-471-2526.