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): January 8, 2018
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)) |
1
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. ¨
2
Item 1.01 | Entry into a Material Definitive Agreement. |
On January 8, 2018, 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 January 8, 2018, (the “Extension Agreement)” among the Companies, the lenders party thereto and Bank of America, N.A., as Administrative Agent. The Extension Agreement extends the termination date under the $2.25 billion Credit Agreement, dated as of December 7, 2016, among the Companies, the lenders party thereto and Bank of America, N.A., as Administrative Agent from December 7, 2021 to December 7, 2022. 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
3
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: January 8, 2018
4
Exhibit 10
CONFORMED COPY
EXTENSION AGREEMENT
Bank of America, N.A.
as Administrative Agent
under the Credit Agreement
referred to below
Ladies and Gentlemen:
The undersigned hereby agrees to extend, effective January 8, 2018, the Termination Date under the Credit Agreement dated as of December 7, 2016 (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 Bank of America, N.A., as Administrative Agent, for one year to December 7, 2022 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.
Exhibit 10
BANK OF AMERICA, N.A., as a Lender | |
By: | /s/Maggie Halleland |
Title: Vice President | |
BARCLYS BANK PLC, as a Lender | |
By: | /s/Sydney G. Dennis |
Title: Director | |
CITBANK, N.A., as a Lender | |
By: | /s/Richard Rivera |
Title: Vice President | |
JPMORGAN CHASE BANK, N.A., as a Lender | |
By: | /s/Amit Gaur |
Title: Vice President | |
MIZUHO BANK, LTD., as a Lender | |
By: | /s/Nelson Chang |
Title: Authorized Signatory | |
WELLS FARGO, NATIONAL ASSOCIATION, as a Lender | |
By: | /s/Patrick Engel |
Title: Managing Director | |
THE BANK OF NEW YORK, MELLON, as a Lender | |
By: | /s/Richard K. Fronapfel, Jr. |
Title: Director | |
SUMITOMO MITSUI BANKING CORPORATION, as a Lender | |
By: | /s/Katsuyuki Kubo |
Title: Managing Director | |
[Signature Page to Extension Agreement]
Exhibit 10
KEYBANK NATIONAL ASSOCIATION, as a Lender | |
By: | /s/Richard Gerling |
Title: Senior Vice President | |
THE BANK OF TOKYO-MITSUBISHI UFI, LTD., as a Lender | |
By: | /s/Jeffrey Flagg |
Title: Director | |
THE BANK OF NOVA SCOTIA, as a Lender | |
By: | /s/David Dewar |
Title: Director | |
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender | |
By: | /s/Anju Abraham |
Title: Authorized Signatory | |
By: | /s/Robert Casey |
Title: Authorized Signatory | |
TD BANK, N.A., as a Lender | |
By: | /s/Vijay Prasad |
Title: Senior Vice President | |
U.S. BANK NATIONAL ASSOCIATION, as a Lender | |
By: | /s/James O’Shaughnessy |
Title: Vice President | |
PNC BANK NATIONAL ASSOCIATION, as a Lender | |
By: | /s/Gabriel Martin |
Title: Vice President | |
[Signature Page to Extension Agreement]
Exhibit 10
THE NORTHERN TRUST COMPANY, as a Lender | |
By: | /s/Andrew D. Holtz |
Title: Senior Vice President | |
MORGAN STANLY BANK, N.A., as a Lender | |
By: | /s/Julie Lilienfeld |
Title: Authorized Signatory | |
STATE STREET BANK AND TRUST COMPANY, as a Lender | |
By: | /s/Kimberly R. Costa |
Title: Vice President | |
[Signature Page to Extension Agreement]
Exhibit 10
Agreed and accepted:
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. | |
By: | /s/Yukari Saegusa |
Title: Vice President and Treasurer | |
CONSOLIDATED EDISON, INC. | |
By: | /s/Yukari Saegusa |
Title: Vice President and Treasurer | |
ORANGE AND ROCKLAND UTILITIES, INC. | |
By: | /s/Yukari Saegusa |
Title: Treasurer | |
[Signature Page to Extension Agreement]
Exhibit 10
BANK OF AMERICA, N.A., as Administrative Agent | |
By: | /s/Maggie Halleland |
Title: Vice President | |
[Signature Page to Extension Agreement]