EDF - EDF and Constellation Energy Announce Comprehensive Agreement
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EDF and Constellation Energy Announce Comprehensive Agreement
EDF and Constellation Energy Announce Comprehensive Agreement
EDF
10/27/2010
EDF S.A. ("EDF") and Constellation Energy ("Constellation") (NYSE: CEG)today announced that the companies are pleased to have reached acomprehensive agreement that restructures the companies' partnership,eliminates the outstanding put option and establishes the fullownership of UniStar Nuclear Energy by EDF. The comprehensive agreementwas approved by the boards of directors of both EDF and Constellation.
Underthe terms of the agreement, EDF will acquire Constellation's 50 percentownership in UniStar for $140 million. Upon completion of thetransaction, EDF will be the sole owner of UniStar. In addition tosites for Calvert Cliffs 3 and a potential fourth reactor at CalvertCliffs, which are both held by UniStar, Constellation will transfer toUniStar potential new nuclear sites at Nine Mile Point and R. E. Ginnain New York State. Constellation will provide some contractual servicesto UniStar to facilitate a smooth transition. With the sale of itsshare of UniStar, Constellation will no longer have responsibility fordeveloping or financing a new nuclear plant at Calvert Cliffs 3.
Furtherto the terms of the agreement, EDF will transfer to Constellation 3.5million of the shares that it owns in Constellation and will relinquishits seat on the Constellation board. The existing standstill agreementbetween the companies will be terminated. Constellation will terminateits rights under the existing put option and, as a result, will notsell any of its plants to EDF. The ownership structure of thecompanies' existing Constellation Energy Nuclear Group ("CENG")partnership remains unchanged with Constellation holding 50.01 percentownership and EDF maintaining 49.99 percent partner status.
Thepower purchase agreement between CENG and each of Constellation and EDFwill be modified to be unit contingent through the end of its term in2014, and includes commensurate changes to prospective monthly hedges.Pre-existing hedges under the PPA will remain in place as firm sales toConstellation and EDF at the specified price.
Lazard Ltd. actedas financial advisor to EDF and Cleary Gottlieb Steen & HamiltonLLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP served aslegal counsel. Morgan Stanley and Rothschild served as financialadvisor, and Kirkland & Ellis LLP acted as legal advisor, toConstellation Energy.
Contact presse EDF
+33 (0)1 40 42 46 37 (24h/24 et 7j/7)
Carole Trivi +33 (1) 40 42 44 19
Investor Contact EDF
Carine de Boissezon + 33 (1) 40 42 45 53
David Newhouse: + 33 (1) 40 42 32 45
Constellation Energy(www.constellation.com) is a leading supplier of energy products andservices to wholesale and retail electric and natural gas customers. Itowns a diversified fleet of generating units located in the UnitedStates and Canada, totaling approximately 9,000 megawatts of generatingcapacity, and is among the leading advocates for the development of newnuclear plants in the United States. The company delivers electricityand natural gas through the Baltimore Gas and Electric Company (BGE),its regulated utility in Central Maryland. A FORTUNE 500 companyheadquartered in Baltimore, Constellation Energy had revenues of $15.6billion in 2009.
The EDF Group, one of theleaders in the energy market in Europe, is an integrated energy companyactive in all businesses: generation, transmission, distribution,energy supply and trading. The Group is the leading electricityproducer in Europe. In France, it has mainly nuclear and hydraulicproduction facilities where 95% of the electricity output involves noCO2 emissions. EDF's transport and distribution subsidiaries in Franceoperate 1,285,000 km of low and medium voltage overhead and undergroundelectricity lines and around 100,000 km of high and very high voltagenetworks. The Group is involved in supplying energy and services toaround 38 million customers around the world, including close to 28million in France. The Group generated consolidated sales of €66.3billion in 2009, of which 49% in Europe excluding France. EDF is listedon the Paris Stock Exchange and is a member of the CAC 40 index.
Underthe terms of the agreement, EDF will acquire Constellation's 50 percentownership in UniStar for $140 million. Upon completion of thetransaction, EDF will be the sole owner of UniStar. In addition tosites for Calvert Cliffs 3 and a potential fourth reactor at CalvertCliffs, which are both held by UniStar, Constellation will transfer toUniStar potential new nuclear sites at Nine Mile Point and R. E. Ginnain New York State. Constellation will provide some contractual servicesto UniStar to facilitate a smooth transition. With the sale of itsshare of UniStar, Constellation will no longer have responsibility fordeveloping or financing a new nuclear plant at Calvert Cliffs 3.
Furtherto the terms of the agreement, EDF will transfer to Constellation 3.5million of the shares that it owns in Constellation and will relinquishits seat on the Constellation board. The existing standstill agreementbetween the companies will be terminated. Constellation will terminateits rights under the existing put option and, as a result, will notsell any of its plants to EDF. The ownership structure of thecompanies' existing Constellation Energy Nuclear Group ("CENG")partnership remains unchanged with Constellation holding 50.01 percentownership and EDF maintaining 49.99 percent partner status.
Thepower purchase agreement between CENG and each of Constellation and EDFwill be modified to be unit contingent through the end of its term in2014, and includes commensurate changes to prospective monthly hedges.Pre-existing hedges under the PPA will remain in place as firm sales toConstellation and EDF at the specified price.
Lazard Ltd. actedas financial advisor to EDF and Cleary Gottlieb Steen & HamiltonLLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP served aslegal counsel. Morgan Stanley and Rothschild served as financialadvisor, and Kirkland & Ellis LLP acted as legal advisor, toConstellation Energy.
Contact presse EDF
+33 (0)1 40 42 46 37 (24h/24 et 7j/7)
Carole Trivi +33 (1) 40 42 44 19
Investor Contact EDF
Carine de Boissezon + 33 (1) 40 42 45 53
David Newhouse: + 33 (1) 40 42 32 45
Constellation Energy(www.constellation.com) is a leading supplier of energy products andservices to wholesale and retail electric and natural gas customers. Itowns a diversified fleet of generating units located in the UnitedStates and Canada, totaling approximately 9,000 megawatts of generatingcapacity, and is among the leading advocates for the development of newnuclear plants in the United States. The company delivers electricityand natural gas through the Baltimore Gas and Electric Company (BGE),its regulated utility in Central Maryland. A FORTUNE 500 companyheadquartered in Baltimore, Constellation Energy had revenues of $15.6billion in 2009.
The EDF Group, one of theleaders in the energy market in Europe, is an integrated energy companyactive in all businesses: generation, transmission, distribution,energy supply and trading. The Group is the leading electricityproducer in Europe. In France, it has mainly nuclear and hydraulicproduction facilities where 95% of the electricity output involves noCO2 emissions. EDF's transport and distribution subsidiaries in Franceoperate 1,285,000 km of low and medium voltage overhead and undergroundelectricity lines and around 100,000 km of high and very high voltagenetworks. The Group is involved in supplying energy and services toaround 38 million customers around the world, including close to 28million in France. The Group generated consolidated sales of €66.3billion in 2009, of which 49% in Europe excluding France. EDF is listedon the Paris Stock Exchange and is a member of the CAC 40 index.
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