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Con Edison Announces Common Share Offering with a Forward Component

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NEW YORK, Dec. 3, 2024 /PRNewswire/ -- Consolidated Edison, Inc. (Con Edison) (NYSE: ED) today announced the public offering of 7,000,000 of its common shares. In connection with the forward sale agreement described below, the forward counterparty (as defined below) has agreed to borrow from third parties and sell such shares to J.P. Morgan Securities LLC, which is acting as the underwriter in connection with the offering. The underwriter may offer the common shares in transactions on the New York Stock Exchange, in the over-the-counter-market or through negotiated transactions at either market prices or negotiated prices.

Pursuant to the forward sale agreement, Con Edison expects to issue and deliver to J.P. Morgan Securities LLC or its affiliate (the "forward counterparty"), 7,000,000 of its common shares upon physical settlement of the forward sale agreement in exchange for cash proceeds per share equal to a forward price per share determined as provided in the forward sale agreement. Con Edison expects to use the cash proceeds it receives upon the full physical settlement of the forward sale agreement to invest in its subsidiaries for funding of their capital requirements and for its other general corporate purposes.  Con Edison may, subject to certain conditions, elect cash settlement or net share settlement instead of physical settlement for all or a portion of its obligations under the forward sale agreement. Settlement of the forward sale agreement is expected to occur by December 31, 2025; however, the forward sale agreement may be settled earlier in whole or in part at Con Edison's option, subject to satisfaction of certain conditions.

Con Edison will not receive any proceeds from the sale of the common shares sold by the forward counterparty to the underwriter.  If Con Edison is required to issue and sell any top-up shares (as defined below) to the underwriter, Con Edison would receive proceeds from the sale of the top-up shares (and the number of shares subject to the forward sale agreement would be reduced accordingly). In the event that, in the forward counterparty's commercially reasonable judgment, the forward counterparty (or its affiliate) is unable to borrow and deliver for sale to the underwriter any common shares that it was to borrow and deliver for sale, or the forward counterparty (or its affiliate) would incur a stock loan cost greater than a specified rate to do so, Con Edison will issue and sell directly to the underwriter the number of common shares that the forward counterparty (or its affiliate) does not borrow and deliver for sale (the "top-up shares").


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