8-KMaterial AgreementsFinancial EventsExhibits & Filings

CONSOLIDATED EDISON INC 8-K Report, Material Agreement (Oct 28, 2011)

Filed October 28, 2011For Securities:ED

Summary

Consolidated Edison, Inc. (Con Edison) and its subsidiaries, Consolidated Edison Company of New York, Inc. and Orange and Rockland Utilities, Inc. (O&R), announced on October 27, 2011, the execution of a new Credit Agreement. This agreement replaces a prior credit facility and establishes a new revolving credit line totaling up to $2.25 billion. The facility provides specific allocations for each subsidiary: $1 billion for Con Edison, $200 million for O&R (potentially increasing to $250 million), and the full amount available for Con Edison of New York. The primary purpose of this new credit facility is to support the companies' commercial paper programs, with provisions for additional general corporate purposes. The agreement also allows for a potential increase of up to $500 million, subject to certain conditions. This strategic move enhances the companies' liquidity and financial flexibility, which is crucial for their operations and continued investment in infrastructure.

Key Highlights

  • 1New $2.25 billion revolving credit facility established by Con Edison and its subsidiaries.
  • 2Replaces a prior credit agreement dated June 22, 2006.
  • 3The credit facility has specific sub-limits for Con Edison ($1 billion), Consolidated Edison of New York (full amount), and O&R ($200 million, expandable to $250 million).
  • 4Includes an option to increase the aggregate credit amount by up to $500 million.
  • 5The primary use of the funds is to support commercial paper programs and other general corporate purposes.
  • 6The commitments under the credit agreement terminate on October 27, 2016, with potential for one-year extensions.
  • 7The agreement outlines specific conditions for borrowing, including the absence of default and, for O&R and Con Edison of New York, receipt of necessary regulatory approvals.

Frequently Asked Questions

The new Credit Agreement's primary purpose is to provide liquidity and financial flexibility by establishing a $2.25 billion revolving credit facility. This facility is intended to support the companies' commercial paper programs and other general corporate needs.

The aggregate credit available is up to $2.25 billion. Specifically, Consolidated Edison Company of New York has the full amount available, Consolidated Edison, Inc. has $1 billion available, and Orange and Rockland Utilities, Inc. (O&R) has $200 million available, which can be increased to $250 million under certain conditions.

The lenders' commitments under the Credit Agreement terminate on October 27, 2016. However, the agreement allows for extensions of additional one-year terms under specified conditions.

Yes, the agreement details events that could lead to the termination of commitments or acceleration of repayment. These include failure to pay principal or interest, breach of covenants (such as debt-to-capital ratios exceeding 0.65 to 1), materially incorrect representations, cross-defaults on other significant obligations, and other customary events of default. A change of control for any company can also allow lenders to terminate commitments.