			UNITED STATES SECURITIES AND EXCHANGE COMMISSION
			Washington, D.C. 20549
			FORM			8-K
			CURRENT REPORT
			Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
			December 15, 2020
			February 24, 2023
			Date of Report (Date of earliest event reported)

CommissionFile Number

Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number

IRS Employer Identification Number

333-85496

~~EXELON~~CONSTELLATION ~~GENERATION~~ENERGY ~~COMPANY~~GENERATION, LLC

23-3064219

(a Pennsylvania limited liability company)300 Exelon WayKennett Square, Pennsylvania 19348-2473(610) 765-5959

(a Pennsylvania limited liability company)200 Exelon WayKennett Square, Pennsylvania 19348-2473(833) 883-0162


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))

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


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 ☐


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 1 -– Registrant'’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement

On ~~December~~February 1524, ~~2020,~~2023 ~~ExGen~~Constellation ~~Renewables~~Energy IVGeneration, LLC (~~the Borrower~~Constellation) ~~(an~~issued ~~indirect~~and ~~subsidiary~~sold ~~of Exelon Generation Company~~$750,000,000 ~~LLC~~in ~~(the~~aggregate ~~Sponsor))~~principal ~~successfully~~amount ~~completed the closing~~ of aSenior ~~$750~~Notes ~~million~~due ~~senior~~2028 ~~secured~~(the ~~term~~2028 ~~loan~~Senior ~~credit~~Notes) ~~facility~~and ~~established~~$600,000,000 ~~pursuant~~in toaggregate aprincipal ~~Credit~~amount ~~Agreement, dated as~~ of ~~December~~Senior ~~15,~~Notes ~~2020~~due 2033 (the ~~Credit~~2033 ~~Agreement),~~Senior ~~among the Borrower~~Notes, ~~ExGen~~and ~~Renewables~~collectively IVwith ~~Holdings, LLC (Holdings),~~ the ~~lenders~~2028 ~~party~~Senior ~~thereto~~Notes, ~~Jefferies~~the ~~Finance~~Senior ~~LLC,~~Notes). asSee ~~administrative~~Item ~~agent,~~2.03 ~~and~~below ~~Wilmington~~for ~~Trust,~~a ~~National~~description ~~Association,~~of as the ~~depositary~~Senior ~~bank~~Notes and ~~collateral~~related ~~agent, and the other agents party thereto~~agreements.

~~The~~Section ~~Borrower’s~~2 ~~obligations~~– ~~under~~Financial the Credit Agreement are fully and unconditionally guaranteed by Holdings (the Borrower’s direct parent) and ExGen Renewables Holdings, LLC (ExGen Holdings; and together with the Borrower and Holdings, the Loan Parties), a direct subsidiary of the Borrower. Holdings and ExGen Holdings guarantee the obligations of the Borrower with respect to the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement, the Loan Documents). The obligations of the Loan Parties under the Credit Agreement and the other Loan Documents are secured by Collateral (as defined in the Credit Agreement) owned or held by the Loan Parties as and to the extent provided for in the Credit Agreement and the other Loan Documents.Information

~~The~~Item ~~term loans (the Term Facility) were made pursuant to the Credit Agreement in a single borrowing of $750 million on December 15, 2020~~2. The Borrower received net proceeds of approximately $738 million from the Term Facility, after deducting original discount and estimated costs, fees, and expenses incurred in connection with the execution and delivery of the Credit Agreement and the transactions contemplated thereby03. ~~The~~Creation ~~Borrower used the net proceeds from the offering to fund repayment~~ of ~~the~~a ~~Borrower’s~~Direct ~~$850~~Financial ~~million senior secured term loan credit facility due November 28, 2024. The remainder of the net proceeds will be used for general corporate purposes.~~Obligation

~~The~~On ~~interest~~February ~~rate~~24, on2023, ~~the~~Constellation ~~Term~~issued ~~Facility~~and ~~will~~sold ~~accrue~~$750,000,000 ~~interest~~in ataggregate aprincipal ~~rate~~amount ~~equal~~of to the ~~LIBOR~~2028 ~~(as~~Senior ~~defined~~Notes and $600,000,000 in ~~the~~aggregate ~~Credit~~principal ~~Agreement)~~amount ~~plus~~of 2the 2033 Senior Notes.~~75%~~ orThe ~~Base~~Senior ~~Rate~~Notes (were issued under an indenture, dated as ~~defined~~of inSeptember ~~the~~28, ~~Credit~~2007, ~~Agreement)~~between ~~plus~~Constellation 1and U.~~75%~~S. Bank Trust Company, National Association, as trustee.

The ~~interest~~proceeds ~~rate~~of on the ~~Term~~Senior ~~Facility~~Notes iswill ~~payable~~be ~~quarterly~~used, inafter ~~arrears~~deducting onunderwriters’ ~~each~~discounts ~~Quarterly Date~~ and oncommissions ~~the Maturity Date (each, as defined in the Credit Agreement), commencing on February 28, 2021. The Term Facility is scheduled to mature,~~ and ~~the~~other ~~principal~~estimated offees ~~the Term Facility is due~~ and ~~payable~~expenses, onfor ~~December~~general ~~15,~~corporate ~~2027, seven years after the Closing Date (as defined in the Credit Agreement)~~purposes.

The ~~Credit~~2028 ~~Agreement~~Senior ~~contains~~Notes ~~provisions~~carry ~~for~~an ~~acceleration~~interest ofrate ~~the maturity and mandatory prepayment~~ of ~~the~~5.600% ~~Term~~per ~~Facility~~annum, ~~and~~which ~~other~~is ~~obligations~~payable ~~thereunder~~semi-annually ~~upon the occurrence of certain stated events and also for optional prepayments~~ on ~~account~~March of1 ~~principal of the Term Facility prior to the maturity thereof upon the terms~~ and ~~conditions~~September ~~specified~~1, ~~therein.~~commencing InSeptember ~~addition~~1, ~~the~~2023. ~~Credit~~The ~~Agreement~~2028 ~~and~~Senior ~~the~~Notes ~~other~~mature ~~Loan Documents contain customary covenants by the Borrower and Holdings (~~on ~~their~~March ~~own behalf and~~1, ~~in certain circumstances, on behalf of their subsidiaries) and default provisions for the benefit of the lenders~~2028.

~~Section~~The 22033 Senior Notes carry an interest rate of 5.800% per annum, which is payable semi-annually ~~Financial~~on ~~Information~~March 1 and September 1, commencing September 1, 2023. The 2033 Senior Notes mature on March 1, 2033.

~~Item~~The ~~2.03. Creation~~Senior ofNotes aare ~~Direct~~subject ~~Financial~~to ~~Obligation~~optional orredemption anas ~~Obligation~~provided ~~under~~in anthe ~~Off-Balance~~Senior ~~Sheet Arrangement of a Registrant~~Notes.

OnIn ~~December~~connection ~~15,~~with ~~2020,~~ the ~~Borrower~~issuance ~~successfully~~of ~~completed~~ the ~~closing~~bonds, ofBallard aSpahr ~~$750~~LLP ~~million~~provided ~~senior~~Constellation ~~secured~~with ~~term~~the ~~loan~~legal ~~credit~~opinions ~~facility~~attached ~~established pursuant~~ to ~~the~~this ~~Credit~~report ~~Agreement.~~as ~~See~~Exhibit ~~Item 1~~5.011 ~~for~~and ~~information~~Exhibit ~~regarding the Credit Agreement~~8.1.

A copy of the Underwriting Agreement dated February 21, 2023 among Constellation, Barclays Capital, Inc., BNP Paribas Securities Corp., Morgan Stanley & Co. LLC and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein, is filed as Exhibit 1.1 to this report.

Reference is made to the Form of Senior Note due 2028 attached as Exhibit 4.1 and the Form of Senior Note due 2033 attached as Exhibit 4.2 for additional covenants, events of default and other terms and conditions of the Senior Notes.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.						Description
1.1						Underwriting Agreement dated February 21, 2023 among Constellation, Barclays Capital, Inc., BNP Paribas Securities Corp., Morgan Stanley & Co. LLC and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein
4.1						Form of 2028 Senior Note
4.2						Form of 2033 Senior Note
5.1						Exhibit 5 Opinion of Ballard Spahr LLP
8.1						Exhibit 8 Opinion of Ballard Spahr LLP
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.

Exhibit No.						Description
1.1						Credit Agreement dated as of December 15, 2020
1.2						Exhibits to Credit Agreement dated as of December 15, 2020
101						Cover Page Interactive Data File - the cover page XBRL tags 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.

~~This~~CONSTELLATION ~~Current~~ENERGY Report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from the forward-looking statements made by Exelon Generation CompanyGENERATION, LLC ~~include those factors discussed herein as well as the items discussed in (1) Exelon’~~/s/ ~~2019~~Daniel ~~Annual Report on Form 10-K in (a) Part I, ITEM 1A~~L. ~~Risk~~Eggers ~~Factors,~~Daniel ~~(b) Part II, ITEM 7~~L. ~~Management’s~~Eggers ~~Discussion~~Executive ~~and~~Vice ~~Analysis~~President ~~of Financial Condition~~ and ~~Results~~Chief ~~of Operations, and (c) Part II, ITEM 8.~~ Financial ~~Statements~~Officer ~~and~~Constellation ~~Supplementary~~Energy Data: Note 18, Commitments and Contingencies; (2) Exelon's Third Quarter 2020 Quarterly Report on Form 10-Q in (a) Part II, ITEM 1A. Risk Factors, (b) Part I, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part I, ITEM 1. Financial Statements: Note 14, Commitments and Contingencies; and (3) other factors discussed in filings with the Securities and Exchange Commission by Exelon Generation ~~Company~~, LLC.

~~Investors~~February ~~are cautioned not to place undue reliance on these forward-looking statements~~24, which apply only as of the date of this Current Report. Exelon Generation Company, LLC undertakes no obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this Current Report.2023

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXELON GENERATION COMPANY, LLC /s/ Bryan P. Wright Bryan P. Wright Senior Vice President and Chief Financial Officer Exelon Generation Company, LLC

December 18, 2020

EXHIBIT INDEX

Exhibit No.						Description
1.1						~~Credit~~Underwriting Agreement dated February 21, 2023 among Constellation, Barclays Capital, Inc., BNP Paribas Securities Corp., Morgan Stanley & Co. LLC and Scotia Capital (USA) Inc., as representatives of ~~December~~the ~~15,~~several ~~2020~~underwriters named therein
1.2						Exhibits to Credit Agreement dated as of December 15, 2020
4.1						Form of 2028 Senior Note
4.2						Form of 2033 Senior Note
5.1						Exhibit 5 Opinion of Ballard Spahr LLP
8.1						Exhibit 8 Opinion of Ballard Spahr LLP
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

Filing Compare · CONSTELLATION ENERGY GENERATION LLC