8-KMaterial AgreementsRegulation FDExhibits & Filings

CONSOLIDATED EDISON INC 8-K Report, Material Agreement (Mar 7, 2023)

Filed March 7, 2023For Securities:ED

Summary

Consolidated Edison, Inc. (ED) announced on March 7, 2023, that it has entered into accelerated share repurchase (ASR) agreements totaling $1 billion with Citibank, N.A. and Bank of America, N.A. These repurchases are funded by a portion of the proceeds from the sale of its Clean Energy Businesses. The company will initially pay $1 billion and receive approximately 8.7 million common shares, with the final share count determined by the volume-weighted average share price over the repurchase period, less a discount. This significant share buyback signals the company's confidence in its valuation and its commitment to returning capital to shareholders, particularly following the divestiture of its clean energy segment. Investors should note that the final number of shares repurchased is subject to market conditions and potential adjustments. The settlement is expected by the third quarter of 2023, and the terms include provisions for potential adjustments to the number of shares based on certain corporate actions or future transactions.

Key Highlights

  • 1Con Edison entered into $1 billion in accelerated share repurchase (ASR) agreements on March 6, 2023.
  • 2The ASR program is funded by proceeds from the sale of Con Edison Clean Energy Businesses.
  • 3The company will receive an initial delivery of approximately 8.7 million common shares.
  • 4The final number of shares repurchased will be determined by the volume-weighted average share price during the term, less a discount.
  • 5Final settlement of the ASR contracts is expected no later than the third quarter of 2023.
  • 6The ASR agreements include provisions for potential adjustments to the share count based on future corporate actions or market conditions.

Frequently Asked Questions

Con Edison is undertaking these accelerated share repurchases as a way to return capital to shareholders, utilizing proceeds from the recent sale of its Clean Energy Businesses. This action also suggests management's belief that the company's shares are currently undervalued.

Con Edison will initially pay $1 billion and receive approximately 8.7 million shares. However, the final number of shares repurchased will depend on the volume-weighted average share price during the term of the agreements, less a discount. There are also provisions for potential adjustments to the final share count.

The final settlement of these accelerated share repurchase agreements is expected to occur no later than the third quarter of 2023.

While the initial agreement sets the total dollar amount, the final number of shares is subject to market price fluctuations during the repurchase period. The agreements also include clauses that allow for adjustments to the terms under certain circumstances, such as if Con Edison announces specific types of transactions or takes certain corporate actions.