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): August 29, 2013
Consolidated Edison, Inc.
(Exact name of registrant as specified in its charter)
| 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
Consolidated Edison Company of New York, Inc.
(Exact name of registrant as specified in its charter)
| New York | 1-1217 | 13-5009340 | ||
| (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
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 1.01 Entry into a Material Definitive Agreement
On August 29, 2013, Consolidated Edison, Inc. (“Con Edison”) and its subsidiaries Consolidated Edison Company of New York, Inc. (“Con Edison of New York”) and Orange and Rockland Utilities, Inc. (“O&R,” and along with Con Edison and Con Edison of New York, collectively, the “Companies”) entered into an Extension Agreement, effective August 29, 2013, (the “Extension Agreement)” among the Companies, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. The Extension Agreement extends the termination date under the Credit Agreement, dated as of October 27, 2011, among the Companies, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent from October 27, 2016 to October 27, 2017 with respect to lenders with aggregate commitments under the Credit Agreement of approximately $2 billion. A copy of the Extension Agreement is included as an exhibit to this report, and this description of the Extension Agreement is qualified in its entirety by reference to the Extension Agreement.
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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit 10 | Extension Agreement, effective August 29, 2013, among Con Edison of New York, Con Edison, O&R, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CONSOLIDATED EDISON, INC. | ||
| CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. | ||
| By | /s/ Robert Muccilo | |
| Robert Muccilo | ||
| Vice President and Controller | ||
Date: September 4, 2013
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Exhibit 10
EXTENSION AGREEMENT
JPMorgan Chase Bank, N.A.
as Administrative Agent
under the Credit Agreement
referred to below
Ladies and Gentlemen:
The undersigned hereby agrees to extend, effective August 29, 2013, the Termination Date under the Credit Agreement dated as of October 27, 2011 (as further amended from time to time, the “Credit Agreement”) among Consolidated Edison Company of New York, Inc., Consolidated Edison, Inc. Orange and Rockland Utilities, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, for one year to October 27, 2017 and by their acceptance hereof the Borrowers hereby confirm that the conditions set forth in Section 2.19(b)(i) and (ii) of the Credit Agreement are satisfied as to such extension. Terms defined in the Credit Agreement are used herein with the same meaning.
This Extension Agreement shall be construed in accordance with and governed by the law of the State of New York.
Signature pages to follow
| JPMORGAN CHASE BANK, N.A., as Lender | ||
| By: | /s/ Peter Christensen | |
| Name: Peter Christensen | ||
| Title: Vice President | ||
| BANK OF AMERICA, N.A., as Lender | ||
| By: | /s/ Jerry Wells | |
| Name: Jerry Wells | ||
| Title: Vice President | ||
| THE ROYAL BANK OF SCOTLAND PLC, as Lender | ||
| By: | /s/ Tyler J. McCarthy | |
| Name: Tyler J. McCarthy | ||
| Title: Director | ||
| CITIBANK, N.A., as Lender | ||
| By: | /s/ Scott McMurtry | |
| Name: Scott McMurtry | ||
| Title: Vice President | ||
| BARCLAYS BANK PLC, as Lender | ||
| By: | /s/ Noam Azachi | |
| Name: Noam Azachi | ||
| Title: Vice President | ||
| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Lender | ||
| By: | /s/ Chi-Cheng Chen | |
| Name: Chi-Cheng Chen | ||
| Title: Vice President | ||
| KEYBANK NATIONAL ASSOCIATION, as Lender | ||
| By: | /s/ Sherrie I. Manson | |
| Name: Sherrie I. Manson | ||
| Title: Senior Vice President | ||
| MIZUHO BANK, LTD., as Lender | ||
| By: | /s/ Raymond Ventura | |
| Name: Raymond Ventura | ||
| Title: Deputy General Manager | ||
| MORGAN STANLEY BANK, N.A., as Lender | ||
| By: | /s/ Kelly Chin | |
| Name: Kelly Chin | ||
| Title: Authorized Signatory | ||
| THE BANK OF NEW YORK MELLON, as Lender | ||
| By: | /s/ Richard K. Fronapfel, Jr. | |
| Name: Richard K. Fronapfel, Jr. | ||
| Title: Vice President | ||
| WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender | ||
| By: | /s/ Nick Brokke | |
| Name: Nick Brokke | ||
| Title: Assistant Vice President | ||
| CANADIAN IMPERIAL BANK OF COMMERCE-NEW YORK AGENCY as Lender | ||
| By: | /s/ Gordon R. Eadon | |
| Name: Gordon R. Eadon | ||
| Title: Authorized Signatory | ||
| By: | /s/ Robert Casey | |
| Name: Robert Casey | ||
| Title: Authorized Signatory | ||
| THE BANK OF NOVA SCOTIA, as Lender | ||
| By: | /s/ Thane Rattew | |
| Name: Thane Rattew | ||
| Title: Managing Director | ||
| U.S. BANK NATIONAL ASSOCIATION, as Lender | ||
| By: | /s/ James O’Shaughnessy | |
| Name: James O’Shaughnessy | ||
| Title: Vice President | ||
| T.D. BANK, N.A., as Lender | ||
| By: | /s/ David Perlman | |
| Name: David Perlman | ||
| Title: Senior Vice President | ||
| STATE STREET BANK AND TRUST COMPANY, as Lender | ||
| By: | /s/ Kimberly R. Costa | |
| Name: Kimberly R. Costa | ||
| Title: Vice President | ||
| THE NORTHERN TRUST COMPANY, as Lender | ||
| By: | /s/ Sophia Love | |
| Name: Sophia Love | ||
| Title: Vice President | ||
| Agreed and accepted: | ||
| CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. | ||
| By: | /s/ Scott Sanders | |
| Name: Scott Sanders | ||
| Title: Vice President and Treasurer | ||
| CONSOLIDATED EDISON, INC. | ||
| By: | /s/ Scott Sanders | |
| Name: Scott Sanders | ||
| Title: Vice President and Treasurer | ||
| ORANGE AND ROCKLAND UTILITIES, INC. | ||
| By: | /s/ Yukari Saegusa | |
| Name: Yukari Saegusa | ||
| Title: Treasurer | ||
| JPMORGAN CHASE BANK, N.A., as Administrative Agent | ||
| By: | /s/ Peter Christensen | |
| Name: Peter Christensen | ||
| Title: Vice President | ||