8-KMaterial AgreementsRegulation FDExhibits & Filings

CONSOLIDATED EDISON INC 8-K Report, Material Agreement (Oct 3, 2022)

Filed October 3, 2022For Securities:ED

Summary

Consolidated Edison, Inc. (Con Edison) announced a significant divestiture through an 8-K filing on October 3, 2022. The company has entered into a definitive agreement to sell its Clean Energy Businesses, Inc. and its subsidiaries to RWE Renewables Americas, LLC, a subsidiary of RWE Aktiengesellschaft, for a total purchase price of $6.8 billion. This strategic move signals a potential shift in Con Edison's focus, moving away from renewable energy generation assets to concentrate on its core utility operations. The transaction is subject to customary closing conditions, including regulatory approvals such as the Hart-Scott-Rodino Antitrust Improvements Act, the Committee on Foreign Investment in the United States (CFIUS), and the Federal Energy Regulatory Commission (FERC). The sale is expected to close in the first half of 2023. Con Edison also indicated that this sale will lead to the cancellation of its previously announced plan to issue up to $850 million in common equity in 2022 and will result in the withdrawal of its equity guidance for 2023 and 2024, suggesting a change in capital raising and allocation strategies.

Key Highlights

  • 1Con Edison to sell its Clean Energy Businesses for $6.8 billion.
  • 2Buyer is RWE Renewables Americas, LLC, a subsidiary of RWE Aktiengesellschaft.
  • 3Transaction is subject to customary closing conditions and regulatory approvals (HSR, CFIUS, FERC).
  • 4Expected closing date in the first half of 2023.
  • 5Sale proceeds will likely impact Con Edison's capital structure and future funding plans.
  • 6Con Edison withdraws 2022 equity issuance plan and 2023-2024 equity guidance.
  • 7RWE Aktiengesellschaft provides a guarantee for the Buyer's payment obligations, capped at $7 billion.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce that Consolidated Edison, Inc. has entered into a material definitive agreement to sell its clean energy businesses to RWE Renewables Americas, LLC for $6.8 billion.

The transaction is subject to several closing conditions, including the expiration or termination of waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, approvals from the Committee on Foreign Investment in the United States (CFIUS) and the Federal Energy Regulatory Commission (FERC), and the accuracy of representations and warranties, among others. There is no financing condition for the buyer.

Con Edison has announced that as a result of this transaction, it will forego its previously announced plan to issue up to $850 million of common equity in 2022 and has withdrawn its equity guidance for 2023 and 2024. This indicates a shift in their capital raising and allocation strategy, likely to be influenced by the proceeds from the sale.

RWE Aktiengesellschaft, the parent company of the buyer, RWE Renewables Americas, LLC, has provided a guarantee for the buyer's payment obligations under the purchase agreement, with a total liability cap of $7 billion.