Item 7.01. Regulation FD Disclosure.
Constellation Energy Corporation ("Constellation"), a wholly-owned subsidiary of
Exelon Corporation ("Exelon"), previously filed with the Securities and Exchange
Commission (the "Commission") Amendment Number 2 to its General Form for
Registration of Securities on Form 10, which was filed with the Commission on
December 20, 2021, and declared effective by the Commission on December 29, 2021
(as amended, the "Registration Statement") relating to the distribution by
Exelon of all of the outstanding shares of common stock, no par value, of
Constellation (the "Constellation Common Stock"), to Exelon's shareholders (the
"Distribution"). The Registration Statement includes an amended preliminary
information statement that describes the Distribution and provides important
information regarding Constellation's business and management.
The final information statement, dated January 24, 2022, is attached to this
Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.
Exelon has made the information statement publicly available on January 28,
2022, and expects to begin mailing to its shareholders an Important Notice
Regarding the Availability of Materials as soon as reasonably practicable, the
form of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information
furnished pursuant to this Item 7.01, including Exhibit 99.1 and Exhibit 99.2,
shall not be deemed "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section, nor shall they be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, except as shall be expressly set
forth in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
Information Statement of Constellation Energy Corporation, dated
99.1 January 24, 2022
99.2 Form of Important Notice Regarding the Availability of Materials
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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