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United States securities and exchange commission logo
December 14, 2021
Carter Culver
Assistant Secretary
Constellation Energy Corporation
c/o Exelon Corporation
10 South Dearborn Street
P.O. Box 805379
Chicago, Illinois 60680-5379
Re: Constellation
Energy Corporation
Registration
Statement on Form 10-12B
Filed December 8,
2021
File No. 001-41137
Dear Mr. Culver:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Registration Statement on Form 10-12B
Dividend Policy, page 46
1. We note your disclosure
here and elsewhere that you expect that you will pay dividends
on your common stock
commencing following the first full fiscal quarter after the
separation. Please
revise to disclose any restrictions applicable to your payment of
dividends, including in
your anticipated new credit facility. Please also address the risks
related to your ability
to pay dividends and disclose whether your dividend policy will be
reflected in any
written policies of the Company.
Carter Culver
FirstName LastNameCarter Culver
Constellation Energy Corporation
Comapany14,
December NameConstellation
2021 Energy Corporation
December
Page 2 14, 2021 Page 2
FirstName LastName
Description of Capital Stock
Exclusive Forum , page 174
2. We note that Section 6.01(a) of your form of articles of incorporation
filed as Exhibit 3.1
provides that unless your board of directors consents in writing to an
alternative forum, a
state court within the Commonwealth of Pennsylvania (or if no such
state court has
jurisdiction, a federal district court within the Commonwealth of
Pennsylvania) will be the
sole and exclusive forum for any "derivative action," including any
derivative suit brought
to enforce any liability or duty created by the Exchange Act, and that
the federal district
courts of the United States of America, to the fullest extent
permitted by law, shall be the
sole and exclusive forum for the resolution of any action asserting a
cause of action
arising under the Securities Act. Please clarify how your exclusive
forum provision
applies to actions arising under the Exchange Act. In that regard, we
note that Section 27
of the Exchange Act creates exclusive federal jurisdiction over all
suits brought to enforce
any duty or liability created by the Exchange Act or the rules and
regulations
thereunder. Please also describe any risks related to the impact of
this provision on your
shareholders. Further, if this provision does not apply to actions
arising under the
Exchange Act, please also ensure that the exclusive forum provision in
the governing
documents states this clearly.
Exhibits
3. We note your disclosure on page 168 that you expect to enter into a
new credit agreement
with JPMorgan Chase Bank, N.A., as administrative agent, and various
financial
institutions providing for a $3.5 billion revolving credit facility
and maturing on the fifth
anniversary of the distribution date. Please file a copy of the form
of this agreement as an
exhibit to your registration statement.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Robert Babula, Staff Accountant, at 202-551-3339 or
Gus Rodriguez,
Accounting Branch Chief, at 202-551-3752 if you have questions regarding
comments on the
financial statements and related matters. Please contact Irene
Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Loan Lauren Nguyen, Legal Branch Chief, at
202-551-3642 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Energy & Transportation
Carter Culver
Constellation Energy Corporation
FirstName
December 14, LastNameCarter
2021 Culver
Comapany
Page 3 NameConstellation Energy Corporation
December 14, 2021 Page 3
cc: Tiffany Chan, Esq.
FirstName LastName