Consolidated Edison Enters Forward Sale Agreement with JPMorgan Chase Bank

Consolidated Edison Inc. (NYSE:ED) has announced that on December 3, 2024, it entered into a forward sale agreement with JPMorgan Chase Bank, National Association. This agreement pertains to 7,000,000 of Con Edison’s Common Shares ($0.10 par value). As part of this agreement, an affiliate of the Forward Purchaser is borrowing from third parties and selling Common Shares pursuant to the underwriting agreement.

The settlement date for the Forward Sale Agreement is expected to be around December 31, 2025, although it may be settled earlier at Con Edison’s option, subject to certain conditions. The Forward Purchaser also has the right to accelerate the agreement based on specific events.

Under the Forward Sale Agreement, Con Edison will issue Common Shares to the Forward Purchaser at the then-applicable forward price—initially set at $96.66 per share. The forward price will be adjusted daily based on a floating interest rate factor and expected dividends on the Common Shares.

Con Edison has the option for physical settlement, cash settlement, or net share settlement. In instances of cash settlement or net share settlement, the settlement amount will be determined by the market value of the Common Shares during the unwind period, the applicable adjusted forward price, and the number of Common Shares involved.

The Forward Purchaser can accelerate the Agreement under certain circumstances, such as the inability to borrow Common Shares, excess ownership positions, dividend declarations, or specific events defined in the Agreement. Con Edison could face the issuance of Common Shares in cases of acceleration, which may lead to dilution.

Moreover, on December 3, 2024, Con Edison also entered into an underwriting agreement for the sale of the same 7,000,000 Common Shares with J.P. Morgan Securities LLC. The Common Shares were registered under the Securities Act of 1933 via a Registration Statement on Form S-3.

This information contains forward-looking statements that should be considered in conjunction with Con Edison’s reports filed with the Securities and Exchange Commission. The actual results may differ from these statements due to various factors.

The mentioned agreements and statements are part of a filing with the Securities and Exchange Commission. The filing provides detailed terms and conditions related to the Forward Sale Agreement and other agreements mentioned above.

The company is committed to adhering to regulatory requirements and maintaining transparency in its financial dealings.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Consolidated Edison’s 8K filing here.

About Consolidated Edison

Consolidated Edison, Inc, through its subsidiaries, engages in the regulated electric, gas, and steam delivery businesses in the United States. It offers electric services to approximately 3.7 million customers in New York City and Westchester County; gas to approximately 1.1 million customers in Manhattan, the Bronx, parts of Queens, and Westchester County; and steam to approximately 1,530 customers in parts of Manhattan.