Con Edison Announces Proposed Common Share Offering
Written By: Jen Neville
November 22, 2018
Consolidated Edison, Inc. announced that it is commencing the offering of $1,050,000,000 of its common shares in connection with the forward sale agreements described below. Pursuant to the forward sale agreements, the forward counterparties or their affiliates are expected to borrow from third parties and sell such shares to the underwriters. In addition, the underwriters are expected to be granted an over-allotment option for a period of 30 days to purchase up to an additional $115,000,000 of Con Edison common shares. To the extent that the underwriters exercise this over-allotment option, Con Edison expects to enter into additional forward sale agreements with respect to the additional shares.
Pursuant to the forward sale agreements, Con Edison expects to issue and deliver to an affiliate of Citigroup Global Markets Inc., an affiliate of Barclays Capital Inc. and an affiliate of J.P. Morgan Securities LLC, in their capacity as forward counterparties, $1,050,000,000 of its common shares (or $1,165,000,000 of its common shares if the underwriters’ over-allotment option to purchase additional shares is exercised in full) upon physical settlement of the forward sale agreements in exchange for cash proceeds per share equal to a forward sale price per share. Con Edison expects to use the cash proceeds it receives upon physical settlement of the forward sale agreements to fund payment of a portion of the purchase price for the pending acquisition by one of its subsidiaries of Sempra Solar Holdings, LLC (the “Acquisition”), to invest in its subsidiaries for funding of their capital requirements and for its other general corporate purposes, including repayment of outstanding commercial paper obligations. The offering is not conditioned upon the completion of the Acquisition.
The forward sale price per share will initially be equal to the public offering price per share in the common share offering less the underwriting discount and will be subsequently adjusted as provided in the forward sale agreements. Con Edison may, subject to certain conditions, elect cash or net share settlement instead of physical settlement for some or all of the common shares. Settlement of the forward sale agreements will occur on one or more dates specified by Con Edison occurring no later than December 27, 2019.
Citigroup, Barclays and J.P. Morgan are acting as joint book-running managers of the common share offering and representatives of the underwriters.
Con Edison will not receive any proceeds from the sale of the common shares sold by the forward counterparties to the underwriters. If Con Edison is required to issue and sell top-up shares to the underwriters, Con Edison would receive proceeds from the sale of the top-up shares (and the number of shares subject to the forward sale agreements would be reduced accordingly). In the event that, in the forward counterparties’ commercially reasonable judgment, the forward counterparties are unable to borrow and deliver for sale to the underwriters any common shares that they were to borrow and deliver for sale, or the forward counterparties would incur a stock loan cost of more than a specified rate to do so, Con Edison will issue and sell directly to the underwriters the number of common shares that the forward counterparties do not borrow and deliver for sale (the “top-up shares”).
The offering is being made pursuant to Con Edison's effective shelf registration statement filed with the Securities and Exchange Commission.
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