From: lanreder@oscargruss.com At: Mar 7 2016 15:44:34Subject: Fwd:POM/EXC Spoke to POM IR - all parties in loop and aware of today's filing with DC PSC
POM IR - There were ongoing discussions between the two companies and all the settling parties since the order at the end of the last week of February. All parties were in the loop and aware of today's filing. The alternative proposal is positioned to meet all of requirements that the merger be in the best interests of all parties.
POM is not going to pay a pro-rated dividend if merger closes; company would lose term fee if paid dividend in the interim (~$70M/quarter payout) and the POM Board would determine level of appropriate dividend payment if the merger is terminated.
The companies are in support of revised settlement terms and optional uses for the $25.6M set aside. Settling parties can file comments through March 16; the companies do not know the DC PSC's timing (regarding their request for an April 7 decision) and do not want the record to be reopened. If deal is terminated for regulatory reasons, EXC would owe the $180M term fee to POM.
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