Item 1.01 Entry into a Material Definitive Agreement.
On June 30, 2022, Consolidated Edison, Inc. ("Con Edison") entered into a
364-Day Senior Unsecured Term Loan Credit Agreement, dated as of June 30, 2022,
(the "June 2022 Credit Agreement") 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. On June 30, 2022, Con Edison
borrowed $400 million under the June 2022 Credit Agreement, the proceeds of
which were used for general corporate purposes. A copy of the June 2022 Credit
Agreement is included as an exhibit to this report, and the description of the
June 2022 Credit Agreement that follows is qualified in its entirety by
reference to the June 2022 Credit Agreement.
Under the June 2022 Credit Agreement, the Lender is committed until November 30,
2022, subject to certain conditions, to provide to Con Edison one or more
tranches of incremental term loans in an aggregate amount not to exceed
$200 million, in addition to the $400 million borrowing on June 30, 2022. Con
Edison has the option to prepay any term loans issued under the June 2022 Credit
Agreement prior to maturity. Subject to certain exceptions, the commitments and
any term loans issued under the June 2022 Credit Agreement are subject to
mandatory termination and prepayment with the net cash proceeds of certain
equity issuances or asset sales by Con Edison. Con Edison intends to use the
borrowings under the June 2022 Credit Agreement for general corporate purposes.
The Lender's obligations to make additional loans under the June 2022 Credit
Agreement are subject to certain conditions, including that there be no payment
or bankruptcy default. The commitments are not subject to maintenance of credit
rating levels. Upon a change of control of Con Edison, or upon an event of
default, the Lender may terminate its commitment and declare the loans
outstanding under the June 2022 Credit Agreement immediately due and payable.
Events of default include Con Edison exceeding at any time a ratio of
consolidated debt to consolidated total capital of 0.65 to 1; Con Edison or its
subsidiaries having liens on its or their assets in an aggregate amount
exceeding five percent of Con Edison's consolidated total capital, subject to
certain exceptions; Con Edison or its material subsidiaries failing to make one
or more payments in respect of material financial obligations (in excess of an
aggregate $150 million of debt or derivative obligations other
than non-recourse debt); the occurrence of an event or condition which results
in the acceleration of the maturity of any material debt (in excess of an
aggregate $150 million of debt other than non-recourse debt) or enables the
holders of such debt to accelerate the maturity thereof; and other customary
events of default.
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.
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 10 364-Day Senior Unsecured Term Loan Credit Agreement, dated as of
June 30, 2022, among Con Edison, the lender party thereto, Barclays
Bank PLC as Sole Lead Arranger and Sole Bookrunner and Barclays
Bank PLC, as Administrative Agent.
Exhibit 104 Cover Page Interactive Data File - The cover page iXBRL tags are
embedded within the Inline XBRL document.
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