United States securities and exchange commission logo
December 20, 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
Amendment No. 1 to
Registration Statement on Form 10-12B
Filed December 15,
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 to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
December 14, 2021 letter
Amendment No. 1 to Registration Statement on Form 10-12B
Dividend Policy, page 46
1. We note your response
to prior comments 1 and 3, and reissue in part. Your response to
prior comment 3 states
that the form of credit agreement reflects deletions of several
covenants (including a
previous covenant restricting distributions). However, Section
6.04 of your form of
credit agreement filed as Exhibit 10.8 refers to restrictions and
conditions to pay
dividends or other distributions identified on Schedule 6.04. Please file
a copy of Schedule 6.04
with your form of credit agreement filed as Exhibit 10.8 and
revise your disclosures
regarding these restrictions and conditions accordingly.
Carter Culver
Constellation Energy Corporation
December 20, 2021
Page 2
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,
FirstName LastNameCarter Culver
Division of
Corporation Finance
Comapany NameConstellation Energy Corporation
Office of Energy &
Transportation
December 20, 2021 Page 2
cc: Tiffany Chan, Esq.
FirstName LastName