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Issuer:
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Constellation
Energy Group, Inc.
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Designation:
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8.625%
Series A Junior Subordinated Debentures
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Legal
Format:
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SEC
Registered
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Principal
Amount:
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$450,000,000
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Over-allotment
Option:
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The
underwriters have an option to purchase up to an additional $67,500,000
aggregate principal amount of the Junior Subordinated Debentures at the
initial public offering price, exercisable for 30 days from the date
hereof.
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Denominations:
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$25
and integral multiples thereof
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Maturity:
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June
15, 2063, which will be automatically extended for an additional quarterly
period on each of March 15, June 15, September 15 and December 15
beginning June 15, 2013 and through and including March 15, 2018, unless
earlier redeemed, or Constellation Energy Group, Inc. elects to
discontinue the automatic extension of the maturity date. The maturity
date shall be no later than June 15, 2068.
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Interest:
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The
Junior Subordinated Debentures will bear interest at a rate of 8.625% per
annum payable quarterly in arrears on March 15, June 15, September 15, and
December 15 of each year, commencing September 15, 2008. Interest may be
deferred on the Junior Subordinated Debentures on one or more occasions
for up to 10 consecutive years as described in the Preliminary Prospectus
Supplement dated June 19, 2008.
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Underwriting
Discount:
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$13,227,687.50
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Net
Proceeds to Issuer:
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$436,772,312.50
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Day
Count:
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360
day / twelve 30-day months
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Underwriting
Commissions:
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Retail:
3.15% per Series A Junior Subordinated Debenture
Institutional:
2.00% per Series A Junior Subordinated Debenture
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Public
Offering Price:
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$25
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Trade
Date:
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June
20, 2008
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Settlement
Date:
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June
27, 2008 (T+5)
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Expected
Listing:
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New
York Stock Exchange
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Make-Whole
Call:
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At
any time prior to June 15, 2013, in whole or in part on one or more
occasions, at an amount equal to the greater of i) 100% of the principal
amount of the debentures being redeemed or ii) the sum of the present
values of the remaining scheduled payments of principal and interest from
the redemption date to June 15, 2013 (excluding accrued interest to the
redemption date) discounted to the redemption date on a quarterly basis at
a rate equal to the treasury yield plus 50 basis points, plus in each
case, accrued and unpaid interest to the redemption date, all as described
in the Preliminary Prospectus Supplement dated June 19, 2008.
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Tax
Event Call:
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At
any time prior to June 15, 2013, in whole but not in part, at 100% of the
principal amount of the debentures being redeemed plus any accrued and
unpaid interest to the redemption date.
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Rating
Agency Event Call:
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At
any time prior to June 15, 2013, in whole or in part on one or more
occasions, at an amount equal to the greater of i) 100% of the principal
amount of the debentures being redeemed and ii) the sum of the present
values of the remaining scheduled payments of principal and interest from
the redemption date to June 15, 2013 (excluding accrued interest to the
redemption date) discounted to the redemption date on a quarterly basis at
a rate equal to the treasury yield plus 50 basis points, in each case plus
accrued and unpaid interest to the redemption date, all as described in
the Preliminary Prospectus Supplement dated June 19, 2008.
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Par
Call:
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At
any time on and after June 15, 2013, in whole or in part, at 100% of the
principal amount of the debentures being redeemed, plus accrued and unpaid
interest to the redemption date.
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Replacement
Capital Covenant:
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Any
redemption, purchase or defeasance of the Series A Junior Subordinated
Debentures by Constellation Energy Group, Inc. and its majority-owned
subsidiaries will be subject to a replacement capital covenant until June
15, 2033 (which date will be automatically extended for additional
quarterly periods to no later than June 15, 2038 if and to the extent that
the maturity date of the Series A Junior Subordinated Debentures is
extended).
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Joint
Book-Running Managers:
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Citigroup
Global Markets Inc.
Merrill
Lynch, Pierce, Fenner & Smith
Incorporated
Morgan
Stanley & Co. Incorporated
UBS
Securities LLC
Wachovia
Capital Markets, LLC
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Sole
Structuring Coordinator
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Merrill
Lynch, Pierce, Fenner & Smith Incorporated
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Co-Manager:
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Banc
of America Securities LLC
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CUSIP
/ ISIN Number:
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210387
205 / US2103872055
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Expected
Security Ratings:
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Baa2
(negative outlook) by Moody's Investors Service, Inc.
BBB-
(negative outlook) by Standard & Poor's Ratings Services
BBB
(stable outlook) by Fitch Ratings
Ltd.
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