NEW
YORK, Dec. 3, 2024 /PRNewswire/ -- Consolidated
Edison, Inc. (Con Edison) (NYSE: ED) today announced the public
offering of 7,000,000 of its common shares. In connection with the
forward sale agreement described below, the forward counterparty
(as defined below) has agreed to borrow from third parties and sell
such shares to J.P. Morgan Securities LLC, which is acting as the
underwriter in connection with the offering. The underwriter may
offer the common shares in transactions on the New York Stock
Exchange, in the over-the-counter-market or through negotiated
transactions at either market prices or negotiated prices.
Pursuant to the forward sale agreement, Con Edison expects to
issue and deliver to J.P. Morgan Securities LLC or its affiliate
(the "forward counterparty"), 7,000,000 of its common shares upon
physical settlement of the forward sale agreement in exchange for
cash proceeds per share equal to a forward price per share
determined as provided in the forward sale agreement. Con Edison
expects to use the cash proceeds it receives upon the full physical
settlement of the forward sale agreement to invest in its
subsidiaries for funding of their capital requirements and for its
other general corporate purposes. Con Edison may, subject to
certain conditions, elect cash settlement or net share settlement
instead of physical settlement for all or a portion of its
obligations under the forward sale agreement. Settlement of the
forward sale agreement is expected to occur by December 31, 2025; however, the forward sale
agreement may be settled earlier in whole or in part at Con
Edison's option, subject to satisfaction of certain conditions.
Con Edison will not receive any proceeds from the sale of the
common shares sold by the forward counterparty to the
underwriter. If Con Edison is required to issue and sell any
top-up shares (as defined below) to the underwriter, Con Edison
would receive proceeds from the sale of the top-up shares (and the
number of shares subject to the forward sale agreement would be
reduced accordingly). In the event that, in the forward
counterparty's commercially reasonable judgment, the forward
counterparty (or its affiliate) is unable to borrow and deliver for
sale to the underwriter any common shares that it was to borrow and
deliver for sale, or the forward counterparty (or its affiliate)
would incur a stock loan cost greater than a specified rate to do
so, Con Edison will issue and sell directly to the underwriter the
number of common shares that the forward counterparty (or its
affiliate) does not borrow and deliver for sale (the "top-up
shares").
The offering is being made pursuant to Con Edison's effective
shelf registration statement filed with the Securities and Exchange
Commission (the "SEC"). The preliminary prospectus supplement and
the base prospectus relating to the offering will be available on
the SEC's website at http://www.sec.gov. Copies of the prospectus
supplement and the base prospectus relating to the offering may be
obtained from J.P. Morgan, c/o Broadridge Financial Solutions 1155
Long Island Avenue, Edgewood, New
York 11717, Emails: prospectus-eq_fi@jpmchase.com and
postsalemanualrequests@broadridge.com.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any jurisdiction in which the
offer, solicitation or sale of these securities would be unlawful
prior to registration or qualification under the securities laws of
any such jurisdiction. The offering of these securities will be
made only by means of the prospectus and related prospectus
supplement meeting the requirements of Section 10 of the Securities
Act of 1933, as amended (the "Securities Act").
This press release contains forward-looking statements that are
intended to qualify for the safe-harbor provisions of Section 27A
of the Securities Act, and Section 21E of the Securities Exchange
Act of 1934, as amended. Forward-looking statements are statements
of future expectations and not facts. Words such as "forecasts,"
"expects," "estimates," "anticipates," "intends," "believes,"
"plans," "will," "target," "guidance," "potential," "goal,"
"consider" and similar expressions identify forward-looking
statements. The forward-looking statements reflect information
available and assumptions at the time the statements are made, and
accordingly speak only as of that time. Actual results or
developments might differ materially from those included in the
forward-looking statements because of various factors such as those
identified in reports Con Edison has filed with the SEC, including,
but not limited to: its subsidiaries are extensively regulated and
are subject to substantial penalties; its utility subsidiaries'
rate plans may not provide a reasonable return; it may be adversely
affected by changes to the utility subsidiaries' rate plans; the
failure of, or damage to, its subsidiaries' facilities could
adversely affect it; a cyber attack could adversely affect it; the
failure of processes and systems, the failure to retain and attract
employees and contractors, and their negative performance could
adversely affect it; it is exposed to risks from the environmental
consequences of its subsidiaries' operations, including increased
costs related to climate change; its ability to pay dividends or
interest depends on dividends from its subsidiaries; changes to tax
laws could adversely affect it; it requires access to capital
markets to satisfy funding requirements; a disruption in the
wholesale energy markets, increased commodity costs or failure by
an energy supplier or customer could adversely affect it; it faces
risks related to health epidemics and other outbreaks; its
strategies may not be effective to address changes in the external
business environment; it faces risks related to supply chain
disruptions and inflation; and it also faces other risks that are
beyond its control. This list of factors is not all-inclusive
because it is not possible to predict all factors that could cause
actual results or developments to differ from the forward-looking
statements. Con Edison assumes no obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
Consolidated Edison, Inc. is one of the nation's largest
investor-owned energy-delivery companies. The company
provides a wide range of energy-related products and services to
its customers through the following subsidiaries: Consolidated
Edison Company of New York, Inc.,
a regulated utility providing electric, gas and steam service in
New York City and Westchester County, New York; Orange and
Rockland Utilities, Inc., a regulated utility serving customers in
a 1,300-square-mile-area in southeastern New York State and northern New Jersey; and Con Edison Transmission, Inc.,
which through its subsidiaries, invests in electric transmission
projects and manages, through joint ventures, both electric and gas
assets.
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SOURCE Consolidated Edison, Inc.