Con Edison said on December 3, 2024 it entered into a forward sale agreement with JPMorgan Chase Bank, National Association for 7,000,000 of its common shares.

1. 01

   Con Edison said on December 3, 2024 it entered into a forward sale agreement with JPMorgan Chase Bank, National Association for 7,000,000 of its common shares.

2. 02

   The company said it expects the agreement to settle by December 31, 2025. The initial forward price is $96.66 per share, and it is adjusted based on a floating interest rate factor and expected dividend-related amounts.

3. 03

   The company said physical settlement is the default, and that it may elect cash settlement or net share settlement under certain conditions. In that case, the settlement amount is generally tied to the market value of the common shares during the unwind period, less the adjusted forward price, multiplied by the number of shares subject to that settlement.

4. 04

   Con Edison said the Forward Purchaser has the right to accelerate settlement of the Forward Sale Agreement if it is unable to borrow Common Shares, if dividend or other specified conditions are triggered, or if a merger or similar event occurs. In those cases, Con Edison would be required to issue common shares, which would dilute its earnings per share and return on equity. Con Edison said the Forward Purchaser's decision to accelerate is not subject to Con Edison's interests, including its need for capital.

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Original filing

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