filings.toolsConsolidated Edison 8-K 2023-11-20
Filed 2023-11-22. 1 sections, 6K characters. Original on sec.gov · Markdown · JSON
Form 8-K
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 20, 2023
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
Securities Registered Pursuant to Section 12(b) of the Act:
| 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:
| ☐ | 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)) |
|---|
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
| ITEM 8.01. | Other Events |
|---|
On November 20, 2023, Consolidated Edison Company of New York, Inc. (“CECONY”) entered into underwriting agreements with BofA Securities, Inc., Mizuho Securities USA LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein, for the sale of $600 million aggregate principal amount of CECONY’s 5.50% Debentures, Series 2023 B due 2034 (the “2023 B Debentures”) and with BofA Securities, Inc., Mizuho Securities USA LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and SMBC Nikko Securities America, Inc., as representatives of the underwriters named therein, for the sale of $900 million aggregate principal amount of CECONY’s 5.90% Debentures, Series 2023 C due 2053 (the “2023 C Debentures” and together with the 2023 B Debentures, the “Debentures”). The Debentures were registered under the Securities Act of 1933 pursuant to a Registration Statement on Form
S-3
(No.
333-258512,
effective August 5, 2021).
| ITEM 9.01. | Financial Statements and Exhibits |
|---|
(d) Exhibits
| Exhibit 1.1 | Underwriting agreement relating to the 2023 B Debentures | |
| Exhibit 1.2 | Underwriting agreement relating to the 2023 C Debentures | |
| Exhibit 4.1 | Form of the 2023 B Debentures | |
| Exhibit 4.2 | Form of the 2023 C Debentures | |
| Exhibit 5 | Opinion of Deneen Donnley, Senior Vice President and General Counsel of CECONY relating to the Debentures | |
| Exhibit 23 | Consent of Deneen Donnley, Senior Vice President and General Counsel of CECONY (included in Exhibit 5) | |
| 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, 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/ Joseph Miller | |||
| Joseph Miller | ||||
| Vice President, Controller and Chief Accounting Officer |
Date: November 22, 2023