8-KMaterial AgreementsExhibits & Filings

CONSOLIDATED EDISON INC 8-K Report, Material Agreement (Dec 14, 2007)

Filed December 14, 2007For Securities:ED

Summary

Consolidated Edison, Inc. (Con Edison) announced on December 10, 2007, through a Form 8-K filing, its entry into definitive agreements to sell its ownership interests in power generating projects totaling approximately 1,706 megawatts. The sale, valued at $1.477 billion in cash (subject to closing adjustments), is to North American Energy Alliance, LLC (NAEA). This significant divestiture marks a strategic shift for Con Edison, moving away from direct power generation assets. The transaction is subject to various regulatory approvals, including from federal and state bodies, antitrust review under the Hart-Scott-Rodino Act, and foreign investment review by the Committee on Foreign Investment in the United States. The expected closing is in the first half of 2008, with a long-stop date of December 30, 2008, for each agreement.

Key Highlights

  • 1Con Edison to sell approximately 1,706 MW of power generating assets.
  • 2Transaction value is $1.477 billion in cash, subject to closing adjustments.
  • 3Buyer is North American Energy Alliance, LLC (NAEA).
  • 4Sale includes ownership interests in various power generating projects.
  • 5Closing is anticipated in the first half of 2008.
  • 6Transaction is contingent upon significant regulatory approvals (FERC, HSR, CFIUS).
  • 7Con Edison has guaranteed certain obligations of its subsidiaries related to the sale.

Frequently Asked Questions

This 8-K filing announces that Consolidated Edison, Inc. (Con Edison) has entered into material definitive agreements to sell a significant portion of its power generating assets.

Con Edison is selling its ownership interests in power generating projects totaling approximately 1,706 megawatts for $1.477 billion in cash, subject to adjustments.

The sale is subject to several conditions, including approvals from federal and state regulators, expiration of the Hart-Scott-Rodino waiting period, and clearance from the Committee on Foreign Investment in the United States (CFIUS).

The transactions are expected to close in the first half of 2008, with a termination date for the agreements set for December 30, 2008, if closing does not occur by then.