8-KMaterial AgreementsFinancial EventsExhibits & Filings

CONSOLIDATED EDISON INC 8-K Report, Material Agreement (Mar 27, 2023)

Filed March 27, 2023For Securities:ED

Summary

Consolidated Edison, Inc. (Con Edison) and its subsidiaries, CECONY and O&R, have entered into a new $2.5 billion Credit Agreement, replacing a previous agreement from 2016. This new facility, with a maturity of March 27, 2028 (extendable), will be used primarily to support their commercial paper programs and for general corporate purposes. Additionally, CECONY has secured a separate $500 million, 364-day revolving credit facility also maturing in March 2024, specifically for its commercial paper program and general corporate needs. These agreements provide significant liquidity and financial flexibility for the companies. The total credit availability across both agreements is up to $3.0 billion, with specific allocations to Con Edison, CECONY, and O&R, and an option to increase the aggregate amount by $500 million. The terms of the credit facilities include covenants related to debt-to-capital ratios and liens, and trigger events like a change of control or default can lead to termination of commitments and accelerated repayment of outstanding amounts.

Key Highlights

  • 1Con Edison, CECONY, and O&R entered into a new $2.5 billion Credit Agreement replacing the December 2016 agreement.
  • 2CECONY has also secured a separate $500 million, 364-day revolving credit facility.
  • 3The new Credit Agreement has a maturity date of March 27, 2028, with options for two one-year extensions.
  • 4The CECONY 364-Day Credit Agreement matures on March 25, 2024.
  • 5Funds from these agreements are intended to support commercial paper programs and general corporate purposes.
  • 6There is a provision to increase the aggregate credit amount under the main Credit Agreement by up to $500 million.
  • 7Events of default include failure to pay, material breaches of covenants (e.g., debt-to-capital ratio not exceeding 0.65:1), and cross-defaults on significant financial obligations.

Frequently Asked Questions

Con Edison, Inc. and its subsidiaries CECONY and O&R have secured a $2.5 billion Credit Agreement, and CECONY has also secured a separate $500 million, 364-day revolving credit facility. This brings the total committed credit availability to $3.0 billion.

The primary intention is to support the companies' commercial paper programs. Additionally, the funds may be used for other general corporate purposes.

The main $2.5 billion Credit Agreement matures on March 27, 2028, with the possibility of extensions for up to two additional one-year terms. The CECONY 364-Day Credit Agreement matures on March 25, 2024.

Borrowings are generally at variable interest rates. Key covenants include maintaining a consolidated debt-to-consolidated total capital ratio not exceeding 0.65 to 1 and restrictions on liens. Events of default, such as failure to pay, material misrepresentations, cross-defaults, and failure to meet covenants, can lead to the termination of commitments and immediate repayment of outstanding amounts.