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): September 16, 2009
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Commission
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Exact name of registrant as specified in its charter |
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IRS Employer
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1-12869 |
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CONSTELLATION ENERGY GROUP, INC. |
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52-1964611 |
MARYLAND
(State of Incorporation of registrant)
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100 CONSTELLATION WAY, BALTIMORE, MARYLAND |
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21202 |
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(Address of principal executive offices) |
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(Zip Code) |
410-470-2800
(Registrant’s 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
On September 16, 2009, the Master Put Option and Membership Interest Purchase Agreement, dated as of December 17, 2008 (the “Master Agreement”), by and among Constellation Energy Group, Inc. (the “Seller”), EDF Development Inc. (the “Purchaser”), E.D.F. International S.A. and Constellation Energy Nuclear Group, LLC was amended to change the termination date of the Master Agreement from September 17, 2009 (the date that is nine months from the date of the Master Agreement) to October 30, 2009. All other terms of the Master Agreement remain in full force and effect including the provision enabling either the Seller or Purchaser to extend the termination date to December 17, 2009 (the date that is twelve months from the date of the Master Agreement) in the event that all conditions to closing have been satisfied as of October 30, 2009 other than the receipt of required regulatory approvals or the existence of a law or court order prohibiting the closing.
Amendment No. 1 to the Master Agreement is attached as Exhibit 2.1 and is incorporated herein by reference.
Forward-Looking Statements. We make statements in this report that may be considered forward-looking statements within the meaning of the Securities Exchange Act of 1934. These statements are not guarantees of our future performance and are subject to risks, uncertainties and other important factors that could cause our actual performance or achievements to be materially different from those we project. For a full discussion of these risks, uncertainties and factors, we encourage you to read our documents on file with the Securities and Exchange Commission, including those set forth in our periodic reports under the forward-looking statements and risk factors sections. Except as required by law, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
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Description |
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2.1 |
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Amendment No. 1 to the Master Put Option and Membership Interest Purchase Agreement |
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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: |
September 16, 2009 |
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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 2.1
AMENDMENT NO. 1 TO THE MASTER PUT OPTION
AND MEMBERSHIP INTEREST PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO THE MASTER PUT OPTION AND MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “ Amendment ”) is entered into as of September 16, 2009, by and among Constellation Energy Group, Inc., a corporation organized under the laws of the State of Maryland (“ Seller ”), EDF Development Inc., a corporation organized under the laws of the State of Delaware (“ Purchaser ”), E.D.F. International S.A., a société anonyme organized under the laws of France and the parent company of Purchaser (“ Purchaser’s Parent ”), and Constellation Energy Nuclear Group, LLC, a limited liability company organized under the laws of the State of Maryland (the “ Company ” and together with the Seller, Purchaser and Purchaser’s Parent, the “ Parties ”).
W I T N E S S E T H :
WHEREAS, the Parties entered into a Master Put Option and Membership Interest Purchase Agreement, dated as of December 17, 2008 (the “ Master Agreement ”);
WHEREAS, Section 9.9 of the Master Agreement permits amendments to the Master Agreement if signed in writing by the Parties; and
WHEREAS, the Parties desire to amend the Master Agreement as provided in this Amendment.
AGREEMENT:
NOW, THEREFORE, in consideration of the promises and the mutual representations, warranties, covenants, agreements and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:
Section 1. Defined Terms . Capitalized terms used in this Amendment without separate definition shall have the respective meanings assigned to such terms in the Master Agreement.
Section 2. Amendment to Section 8.1 . Section 8.1(b) of the Master Agreement is hereby amended by removing the words “the date that is nine (9) months following the date of this Agreement” and replacing them with “October 30, 2009”.
Section 3. Effect of Amendment . The Parties hereto agree that except as expressly set forth herein, all terms of the Master Agreement shall remain in full force and effect. In the event of any inconsistency or conflict between the Master Agreement
and this Amendment, the terms, conditions and provisions of this Amendment shall govern and control.
Section 4. Entire Agreement . This Amendment and the Master Agreement, including the Exhibits, Schedules and other documents referred to therein which form a part thereof, contain the entire understanding of the Parties hereto with respect to the subject matter contained herein and therein. From and after the execution of a counterpart hereof by the Parties hereto, any reference to the Master Agreement shall be deemed to be a reference to the Master Agreement as amended hereby.
Section 5. Governing Law . The interpretation and construction of this Amendment and all matters relating hereto shall be governed by the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York, without giving effect to any conflict of law provisions thereof.
Section 6. Counterparts . This Amendment may be executed in two or more counterparts, each of which shall constitute an original, and all of which taken together shall constitute one instrument. Any signature page delivered by a facsimile machine shall be binding to the same extent as an original signature page.
Section 7. Successors and Assigns . This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign either this Amendment or any of its rights, interests, or obligations hereunder without the prior written approval of the other Parties other than to an Affiliate; provided, however that any such assignor shall remain liable, together with each such Affiliate, to perform all of its obligations under this Amendment, the Master Agreement and the Ancillary Documents notwithstanding any such assignment.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each of the Parties hereto has caused this Amendment to be duly executed, all as of the day and year first above written.
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CONSTELLATION ENERGY GROUP, INC. |
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By: |
/s/ Charles A. Berardesco |
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Name: Charles A. Berardesco |
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Title: Authorized Signatory |
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EDF DEVELOPMENT INC. |
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By: |
/s/ Jean Pierre Benque |
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Name: Jean Pierre Benque |
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Title: Authorized Signatory |
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E.D.F. INTERNATIONAL S.A. |
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By: |
/s/ Marianne Laigneau |
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Name: Marianne Laigneau |
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Title: Authorized Signatory |
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CONSTELLATION ENERGY NUCLEAR GROUP, LLC |
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By: |
/s/ Charles A. Berardesco |
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Name: Charles A. Berardesco |
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Title: Authorized Signatory |