8-KMaterial AgreementsExhibits & Filings

CONSOLIDATED EDISON INC 8-K Report, Material Agreement (Apr 25, 2016)

Filed April 25, 2016For Securities:ED

Summary

Consolidated Edison, Inc. (Con Edison) announced a significant strategic move on April 20, 2016, through a subsidiary's entry into a contribution agreement to acquire a 50 percent equity interest in a newly formed entity, Stagecoach Gas Services LLC. This acquisition involves contributing certain gas pipeline and storage companies for a total consideration of $975 million, subject to closing adjustments. This transaction represents a substantial investment and expansion into the midstream natural gas infrastructure sector. Investors should note that the transaction is subject to customary closing conditions, including antitrust approval under the Hart-Scott-Rodino Act and approval from the New York State Public Service Commission for a portion of the deal. The initial closing is anticipated in the second quarter of 2016, with a termination date of July 19, 2016, if not completed. Con Edison's guarantee of its subsidiary's obligations and committed financing from Barclays Bank PLC underscore the financial commitment and structure of this material agreement.

Key Highlights

  • 1Con Edison subsidiary to acquire a 50% equity interest in Stagecoach Gas Services LLC for $975 million.
  • 2Stagecoach Gas Services LLC will own certain gas pipeline and storage companies contributed by Crestwood Equity Partners LP subsidiary.
  • 3The transaction represents a significant investment in natural gas midstream infrastructure.
  • 4Closing is contingent on customary conditions, including antitrust (Hart-Scott-Rodino) and New York PSC approvals.
  • 5Expected initial closing in the second quarter of 2016.
  • 6A termination date for the agreement is set for July 19, 2016.
  • 7Con Edison has provided a guarantee for its subsidiary's obligations, with committed financing from Barclays Bank PLC.

Frequently Asked Questions

This acquisition marks a significant expansion for Con Edison into the midstream natural gas infrastructure sector. By acquiring a 50% stake in Stagecoach Gas Services LLC, the company is investing in gas pipeline and storage assets, diversifying its operations beyond traditional utility services.

The transaction is subject to several important closing conditions. These include obtaining necessary approvals under the Hart-Scott-Rodino Antitrust Improvements Act and receiving approval from the New York State Public Service Commission for a portion of the deal. Standard closing conditions also apply.

Con Edison anticipates the initial closing of this transaction to occur in the second quarter of 2016. The agreement has a termination date of July 19, 2016, if the initial closing has not occurred by then, subject to certain conditions and potential extensions.

The agreement specifies a purchase price of $975 million for the 50 percent equity interest, subject to closing adjustments. Con Edison has secured committed financing for the transaction from Barclays Bank PLC and has also guaranteed certain obligations of its subsidiary.