Maryland regulators to begin reviewing Constellation deal in October

State energy regulators have scheduled an October start for hearings to consider Constellation Energy Group's deal to sell itself to Chicago-based Exelon Corp.

On Tuesday, the Maryland Public Service Commission scheduled evidentiary hearings to begin on Oct. 31 and continue until Nov. 10 for a total of nine days of hearings.

The public will have opportunities to comment on the proposed merger worth $7.9 billion at three evening hearings: Nov. 29, Dec. 1 and Dec. 5.

The PSC set a Jan. 5 deadline to make a decision. The companies hope to close the deal by April 2012.

"We look forward to a good and well litigated case," PSC Chairman Douglas Nazarian said.

Constellation agreed to be acquired in April in a $7.9 million deal that would usher the last Fortune 500 company out of the city. The newly merged company would be based in Chicago but, the two companies say, would still have large presence in Baltimore.

Constellation and Exelon have offered up a $250 million incentive package, including a $100 credit to every Baltimore Gas and Electric Co. household, to persuade Maryland lawmakers, ratepayers and regulators that the deal is in the public's interest. BGE has 1.1 million customers.

Exelon and Constellation say the transaction would result in net job gains once some of Exelon's operations relocate to Baltimore. Critics say the deal would mean job losses.

One group, Good Jobs Better Baltimore, rallied Tuesday outside the Public Service Commission to protest the proposed transaction. The coalition of unions, community organizers and advocacy groups is a party in the regulatory review.

Other interveners include environmental groups, energy trade groups, the city of Baltimore, individual BGE customers and the French utility EDF Group. EDF, Constellation's largest shareholder, owns half of Constellation's nuclear power business, which includes two Calvert Cliffs units in Southern Maryland.

The Maryland Office of People's Counsel is representing ratepayers.

The parties in the case agreed to expand the proceedings beyond the statute-required 180 days. The January deadline means the review process would last 225 days.

Before the hearings begin, the parties will exchange information and documents and file briefs and responses.

Outside the regulatory process, Constellation and Exelon are facing 11 shareholder lawsuits in Baltimore City Circuit Court that relate to the merger, according to regulatory documents filed Monday. They have been consolidated into a single case.

Constellation and Exelon said claims that Constellation directors breached their fiduciary duties because the deal does not maximize shareholder value are "without merit," according to the documents.

In addition to federal and state regulatory approvals, the deal requires approval from Exelon and Constellation shareholders.

Constellation shareholders will be asked to support the deal and cast an advisory vote on executive compensation related to the merger. A vote has not been scheduled.

Constellation CEO Mayo A. Shattuck III and 11 other top executives are eligible to receive $36 million in cash severance and equity awards if the deal is successful, according to regulatory documents.

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