Consolidated Edison Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 11, 2026

 

Consolidated Edison, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code:

 

Consolidated Edison Company of New York, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code:

 

Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

Securities Registered Pursuant to Section 12(b) of the Act:

 

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 of the Securities Exchange Act of 1934 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 1.01 Entry into a Material Definitive Agreement

On March 11, 2026, Consolidated Edison, Inc. (“Con Edison”) and its subsidiaries, Consolidated Edison Company of New York, Inc. (“CECONY”) and Orange and Rockland Utilities, Inc. (“O&R,” and along with Con Edison and CECONY, each a “Company” and collectively, the “Companies”), entered into a Credit Agreement, dated as of March 11, 2026 (the “Credit Agreement”) among the Companies, as Borrowers, the lenders party thereto (the “Lenders”) and Bank of America, N.A., as Administrative Agent. A copy of the Credit Agreement is included as an exhibit to this report, and the description of the Credit Agreement that follows is qualified in its entirety by reference to the Credit Agreement.

The Credit Agreement terminates: (i) that certain Credit Agreement, dated as of March 27, 2023, among the Companies, as Borrowers, the lenders party thereto and Bank of America, N.A., as Administrative Agent and (ii) that certain Revolving Credit Agreement, dated as of March 24, 2025, among CECONY, as Borrower, the lenders party thereto and Bank of America, N.A., as Administrative Agent.

Under the Credit Agreement, the Lenders committed to provide loans and letters of credit, on a revolving credit basis, in an aggregate amount of up to $3.5 billion of credit available, with the full amount available to CECONY, $800 million available to Con Edison (subject to increase up to $1 billion) and $250 million available to O&R (subject to increase up to $300 million), including up to $900 million of letters of credit. Subject to certain conditions, the Companies and one or more Lenders or additional lenders may increase by up to $500 million the aggregate principal amount of loans available under the Credit Agreement, with availability to each of the Companies proportionate to availability prior to the increase. Each Company will be severally obligated with respect to loans made to it, and letters of credit issued on its behalf, under the Credit Agreement. None of the Companies is responsible for the obligations under the Credit Agreement of any Company other than itself.

The Companies intend to use the Credit Agreement to support their commercial paper programs. Loans and letters of credit issued under the Credit Agreement may also be used for other general corporate purposes. Any borrowings under the Credit Agreement would generally be at variable interest rates. Interest and fees for loans and letters of credit under the Credit Agreement generally reflect the respective credit ratings of the Companies.

The Lenders’ commitments under the Credit Agreement to provide a loan to, or issue a letter of credit on behalf of, a Company terminate on March 11, 2031, unless extended for up to two additional one–year terms as provided therein, and are subject to certain conditions, including that there be no Event of Default (see below) or event which with notice or the lapse of time would become an Event of Default with respect to that Company, that the representations and warranties of that Company contained in the Credit Agreement (not including that the Company did not have a material adverse change) be true on and as of the date of such loan or issuance and, in the case of CECONY and O&R, that the Company shall have the required regulatory approvals. Upon a change of control with respect to a Company, each Lender may terminate its commitments to that Company under the Credit Agreement, declare the loans, accrued interest and any other amounts owed by that Company under the Credit Agreement immediately due and payable and require that Company provide cash collateral relating to the letters of credit issued for it under the Credit Agreement, in the manner, with such effect and subject to the conditions provided in the Credit Agreement.

Events of default under the Credit Agreement with respect to a Company include, among other things, that Company’s failure to pay any principal of any loan or any draw under any letter of credit issued pursuant to the Credit Agreement when due; that Company’s failure to pay any interest or fees pursuant to the Credit Agreement within five days; that Company’s failure to meet certain covenants, including covenants that the Company’s ratio of consolidated debt to consolidated total capital not at any time exceed 0.65 to 1 and that Company will not create, assume or suffer a lien or other encumbrance on its assets exceeding 10 percent of that Company’s consolidated net tangible assets; that Company or its material subsidiaries failing to make one or more payments in respect of material financial obligations (in excess of $150 million in aggregate of debt or derivative obligations other the occurrence of an event or condition which results in the acceleration of the maturity of any material debt (in excess of $150 million in aggregate of or enables the holders of such debt to accelerate the maturity thereof; and other customary events of default.

Item 1.02Termination of a Material Definitive Agreement

The information set forth in Item 1.01 above is incorporated herein by reference.

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Sheet Arrangement of a Registrant

The information set forth in Item 1.01 above is incorporated herein by reference.

The information in this report includes forward-looking statements. The forward-looking statements reflect information available and assumptions at the time the statements are made, and accordingly speak only as of that time. Actual results or developments might differ materially from those included in the forward-looking statements because of various factors including, but not limited to, those identified in reports each of Con Edison and CECONY has filed with the Securities and Exchange Commission.

Item 9.01Financial Statements and Exhibits

(d) Exhibits

 

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: March 11, 2026