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Outside Counsel: Big deals with a Maryland legal connection

Constellation, Exelon file merger applications

Constellation Energy Group Inc. and Exelon Corp. are moving ahead with their planned merger and have filed the necessary applications with all regulatory bodies.

In a filing with the Securities and Exchange Commission on May 20, Exelon and Constellation said an application had been filed for approval of the merger with the Federal Energy Regulatory Commission.

Constellation filed an application with Maryland’s Public Service Commission on May 25 seeking approval for its $7.9 billion sale to Chicago-based Exelon Corp.

The deal, announced April 28, would create the largest power supplier in the United States.

As part of the deal, the companies said they would sell off three coal-fired electric plants in Maryland within 180 days because there is a material overlap in the market. The stations — Brandon Shores and H.A. Wagner in Anne Arundel County, and C.P. Crane in Baltimore County, generate a total of 2,648 megawatts.

In addition to their other filings, the companies said they filed applications in favor of the merger with the Nuclear Regulatory Commission, the New York State Public Service Commission and the Public Utility Commission of Texas.

The merger will be put to shareholders in the third quarter. Exelon and Constellation expect the deal to close in the first quarter of 2012.

Wachovia to become Wells Fargo

The financial institution of Wells Fargo & Co. announced on May 16 that it will rebrand all Wachovia bank branches and ATMs in Maryland in September.

The San Francisco-based Wells Fargo purchased Wachovia on Dec. 31, 2008, for $12.7 billion in stocks. Wachovia branches in 16 states have already been converted to Wells Fargo locations. Florida properties will change over in June and July; conversions in Virginia will occur in August; locations in South Carolina and Washington, D.C., along with Maryland, will be converted in September; and North Carolina sites will be rebranded in October, completing the transition.

Kratos to buy Integral Systems

Kratos Defense & Security Solutions Inc. will acquire Columbia-based Integral Systems Inc. in a $266 million cash and stock transaction.

According to a press release, the boards of directors of both companies unanimously approved the acquisition, which is expected to close later this year.

Integral provides satellite systems and services for satellite command and control to the military. San Diego-based Kratos is a national security technology business.

Fairmount to acquire Fullerton

Fairmount Bancorp, located in Rosedale, will acquire Overlea-based Fullerton Federal Savings Association for an undisclosed price, the companies announced on May 12. The deal is expected to close later this year, subject to approval.

Southwest closes on AirTran

Southwest Airlines announced the closing of its acquisition of AirTran Holdings, Inc. for $1.4 billion on May 2. In a press release, Southwest said the gradual integration of the two airlines will result in an expansion of low fares. Integration will begin in the first quarter of 2012.

Southwest is the dominant carrier at Baltimore-Washington International Thurgood Marshall Airport, responsible for about half of BWI’s traffic. AirTran has been the second-largest carrier at the airport.

M&T Bank buys Wilmington Trust Corp.

Buffalo, N.Y.-based M&T Bank Corp. has completed its acquisition of Delaware-based Wilmington Trust Corp. for $351 million. M&T is the second-largest bank in the Baltimore area. Baltimore native Nicholas P. Lambrow, former president of M&T Bank’s Chesapeake and central Maryland region, has been transferred to Wilmington to manage the Delaware market.

Chesapeake Lodging Trust closes on hotel buy

Chesapeake Lodging Trust of Annapolis said it closed on a previously announced acquisition of the 195-room Homewood Suites Seattle Convention Center.

Chesapeake Lodging Trust paid $53 million, or approximately $272,000 per key, funding the acquisition with proceeds from a recent equity offering.

The company entered into an agreement with Evolution Hospitality (formerly Tarsadia Hotels) to manage the hotel under the Homewood Suites flag.

Chesapeake Lodging Trust owns six hotel properties — primarily upper-upscale hotels in major business and convention markets — with 1,824 rooms in three states.

Thayer acquires hotels

Thayer Lodging Group of Annapolis, a real estate venture capital company that specializes in the hospitality industry, said it completed the acquisitions of the 337-room JW Marriott San Francisco Union Square from Ashford Hospitality Trust for $96 million, and the 304-room Hotel Palomar in Atlanta from WP Partners, a private investment group.

The company did not disclose the price that it paid for the Palomar, now rebranded as a Renaissance Hotel. Thayer also completed a $128 million recapitalization of Interstate Hotels & Resorts, a global hotel management company that it owns in a 50/50 joint venture with Jin Jiang Hotels, China’s largest lodging company.