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| UNITED STATES SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| FORM | 8-K | |
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| CURRENT REPORT | |
| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
| April 3, 2023 | |
| Date of Report (Date of earliest event reported) | |
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Commission
File Number | | Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number | | IRS Employer Identification Number |
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| 333-85496 | | CONSTELLATION ENERGY GENERATION, LLC | | 23-3064219 |
| | (a Pennsylvania limited liability company) 200 Exelon Way Kennett Square, Pennsylvania 19348-2473 (833) 883-0162 | | |
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| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| N/A | | N/A | | N/A |
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| Indicate by check mark whether any of the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ |
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| If an emerging growth company, indicate by check mark if any of the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
Section 2 – Financial Information
Item 2.03(a). Creation of a Direct Financial Obligation
On April 3, 2023, Constellation Energy Generation, LLC (Constellation) completed separate reofferings for six issues of tax-exempt pollution control revenue refunding bonds (the Bonds) totaling, in the aggregate, $435,470,000 in principal amount, which were issued by various issuers and for which Constellation is the primary obligor. Constellation had previously repurchased all of the outstanding Bonds. While the Bonds were held by Constellation, they remained outstanding as a contractual matter, but were considered extinguished for accounting purposes. Accordingly, the reoffering of the Bonds by Constellation will be recorded as a long-term liability on Constellation’s balance sheet.
In connection with the reoffering of the Bonds, the interest rate on the Bonds has been modified such that various issues of Bonds bear interest at term rates ranging from 4.100% to 4.450%. Each issue of the Bonds will be subject to mandatory purchase on the applicable mandatory purchase date for such issue at a purchase price equal to the principal amount thereof plus accrued and unpaid interest for the applicable issue.
This report is neither an offer to sell nor a solicitation of an offer to buy any of the Bonds. The Bonds were reoffered pursuant to an exemption from registration under the Securities Act of 1933, as amended (the Securities Act). The Bonds have not been registered under the Securities Act or any state securities laws, and, unless so registered, the Bonds may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. | | | | | | | | |
| Exhibit No. | | Description |
| 101 | | Cover Page Interactive Data File – the cover page XBRL tabs are embedded within the Inline XBRL document |
| 104 | | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| CONSTELLATION ENERGY GENERATION, LLC |
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| /s/ Daniel L. Eggers |
| Daniel L. Eggers |
| Executive Vice President and Chief Financial Officer |
| Constellation Energy Generation, LLC |
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April 3, 2023
EXHIBIT INDEX
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| Exhibit No. | | Description |
| 101 | | Cover Page Interactive Data File – the cover page XBRL tabs are embedded within the Inline XBRL document |
| 104 | | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL |
