UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 29, 2022
Consolidated Edison, Inc.
(Exact name of registrant as specified in its charter)
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| New York | | 1-14514 | | 13-3965100 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | | | | | | | | | | | | |
| 4 Irving Place, | New York, | New York | | 10003 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 460-4600
Securities Registered Pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Consolidated Edison, Inc., | | ED | | New York Stock Exchange |
| Common Shares ($.10 par value) | | | | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
INFORMATION TO BE INCLUDED IN THE REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 29, 2022, Consolidated Edison, Inc. (“Con Edison”) entered into Amendment No. 1, dated as of November 29, 2022 (the “Amendment”), with respect to the 364-Day Senior Unsecured Term Loan Credit Agreement, dated as of June 30, 2022, among Con Edison, the lender party thereto (the “Lender”), Barclays Bank PLC as Sole Lead Arranger and Sole Bookrunner and Barclays Bank PLC, as Administrative Agent (the “June 2022 Credit Agreement”). The Amendment extends the Lender’s commitment under the June 2022 Credit Agreement to provide to Con Edison, subject to certain conditions, one or more tranches of incremental term loans in an aggregate amount not to exceed $200 million from November 30, 2022 to January 31, 2023. A copy of the Amendment is included as an exhibit to this report, and this description of the Amendment is qualified in its entirety by reference to the Amendment.
Barclays Bank PLC and its affiliates are full service financial institutions engaged in various activities, which may include, among other activities, securities trading and underwriting, commercial and investment banking, financial advisory, corporate trust, investment management, investment research, principal investment, hedging, financing and brokerage activities. In the ordinary course of its business, Barclays Bank PLC and/or its affiliates have provided and may in the future provide Con Edison and its affiliates with financial advisory and other services for which it has, and in the future will, receive customary fees.
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| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 above is incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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| Amendment No. 1, dated as of November 29, 2022, by and between Con Edison and Barclays Bank PLC, as Administrative Agent and Lender. |
| Exhibit 104 | Cover Page Interactive Data File – The cover page iXBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| CONSOLIDATED EDISON, INC. |
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| |
| By | | /s/ Joseph Miller |
| | Joseph Miller |
| | Vice President, Controller and Chief Accounting Officer |
Date: December 1, 2022
