(Photo by Christopher Peterson)
A major utilities transaction created deal work for several Am Law firms Wednesday, as utility operator Exelon agreed to buy Washington, D.C.–based Pepco Holdings for $6.8 billion in an effort to expand its services in the mid-Atlantic region.
Chicago-based Exelon said Wednesday it will pay $27.25 in cash for each Pepco share, representing a 19.5 percent premium over the target’s Tuesday closing price. Exelon also committed $100 million for customer benefits, such as rate credits and assistance for low-income customers, to be spread across Pepco’s current service areas in Delaware, Maryland, New Jersey and Washington, D.C. The buyer will also set aside $50 million to be used for charitable contributions in those areas over the next decade.
Exelon said the acquisition would create a utility with a total of roughly 10 million electric and gas customers, whom the company expects to benefit from improved services as a result of the combination. The deal—which is being financed by a $7.2 billion bridge loan through Barclays and Goldman Sachs—is expected to close by at least the third quarter of 2015, pending the approval of Pepco’s shareholders as well as various state and federal regulators.
Kirkland & Ellis is advising Exelon on the acquisition with a team led by Washington, D.C.–based corporate partners George Stamas, Mark Director and Andrew Herman as well as New York corporate partner William Sorabella. Debt finance partners Ashley Gregory and Christian Nagler are also advising, along with executive compensation partner Howard Klein and Kirkland associates Kimberly Harkness, Kathryn Leonard and David Snyder.
In 2011, Kirkland represented longtime client Constellation Energy in its $7.9 billion sale to Exelon. For that deal, Exelon turned to Skadden, Arps, Slate, Meagher & Flom as its lead outside counsel. Now, Skadden is advising both Exelon and Pepco on regulatory aspects of Wednesday’s deal and will represent the companies before the Federal Energy Regulatory Commission and the U.S. Department of Justice. Skadden’s team includes Washington, D.C.–based energy litigation and regulation partner Clifford “Mike” Naeve as well as antitrust partners Steven Sunshine and John Lyons.
Exelon’s general counsel is former Jenner & Block senior partner Darryl Bradford. Baker Botts corporate partner William Lamb and associate Brendan Dignan are representing Barclays in its role as a financial adviser to Exelon, while Fried, Frank, Harris, Shriver & Jacobson corporate partner Philip Richter is representing Goldman Sachs in its role as a financial adviser to Exelon.
Weil, Gotshal & Manges is advising both Barclays and Goldman Sachs in connection with the $7.2 billion bridge loan they are providing to Exelon. New York–based banking and finance partner Morgan Bale is leading a Weil team that also includes capital markets partner Jennifer Bensch, environmental law partner Annemargaret Connolly, tax partner William Horton, M&A partner Michael Lubowitz and tax counsel Steven Margolis. Weil associates on the deal are Alicia Alterbaum, William Dong, Thomas Goslin, Melissa Meyrowitz, André Nance, Mallory Owen, Peter Puk, Raghav Thapar, Heather Viets, Jennifer Waisberg and Timothy Welch.
Meanwhile, Sullivan & Cromwell and Covington & Burling are advising Pepco on its sale to Exelon. Sullivan’s team is led by New York–based M&A partners Joseph Frumkin and Audra Cohen. Covington is advising Pepco with respect to corporate, securities and employee benefits aspects of the sale. Covington’s team includes Washington, D.C.–based corporate and securities partners D. Michael Lefever and Kerry Burke, along with employee benefits partners Robert Newman and Michael Francese, as well as associate Spencer Walters.
In 2010 Covington advised Pepco on the $1.7 billion sale of its Conectiv Energy subsidiary’s power generation assets to Calpine Corporation. Former Troutman Sanders partner Kevin Fitzgerald serves as Pepco’s general counsel.