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Con Edison Announces Common Share Offering With a Forward Component

Con Edison Announces Common Share Offering With a Forward Component

康爱迪生宣布进行包含正向组件的普通股发行
PR Newswire ·  2024/12/03 16:30

NEW YORK, Dec. 3, 2024 /PRNewswire/ -- Consolidated Edison, Inc. (Con Edison) (NYSE: ED) today announced the public offering of 7,000,000 of its common shares. In connection with the forward sale agreement described below, the forward counterparty (as defined below) has agreed to borrow from third parties and sell such shares to J.P. Morgan Securities LLC, which is acting as the underwriter in connection with the offering. The underwriter may offer the common shares in transactions on the New York Stock Exchange, in the over-the-counter-market or through negotiated transactions at either market prices or negotiated prices.

纽约,2024年12月3日 /PRNewswire/ -- 爱迪生联合电气公司(Con Edison)(纽交所:ED)今天宣布公开发行7000000股普通股。根据下面描述的远期销售协议,远期交易对手(如下所定义)已同意从第三方借入并将该股票出售给摩根大通证券公司,该公司在此次发行中担任承销商。承销商可以在纽约证券交易所、场外交易市场或通过以市场价格或协商价格的协议交易来提供普通股。

Pursuant to the forward sale agreement, Con Edison expects to issue and deliver to J.P. Morgan Securities LLC or its affiliate (the "forward counterparty"), 7,000,000 of its common shares upon physical settlement of the forward sale agreement in exchange for cash proceeds per share equal to a forward price per share determined as provided in the forward sale agreement. Con Edison expects to use the cash proceeds it receives upon the full physical settlement of the forward sale agreement to invest in its subsidiaries for funding of their capital requirements and for its other general corporate purposes. Con Edison may, subject to certain conditions, elect cash settlement or net share settlement instead of physical settlement for all or a portion of its obligations under the forward sale agreement. Settlement of the forward sale agreement is expected to occur by December 31, 2025; however, the forward sale agreement may be settled earlier in whole or in part at Con Edison's option, subject to satisfaction of certain conditions.

根据远期销售协议,爱迪生联合电气公司预计将在远期销售协议的物理结算时向摩根大通证券公司或其关联方("远期交易对手")发行并交付7000000股普通股,以获取每股现金收益,现金收益的金额等于在远期销售协议中规定的每股远期价格。爱迪生联合电气公司预计将利用在远期销售协议完全物理结算时收到的现金收益来投资其子公司,以满足其资本需求和其他一般企业目的。根据特定条件,爱迪生联合电气公司可以选择现金结算或净股结算,而不是对远期销售协议下的全部或部分义务进行物理结算。预计远期销售协议将在2025年12月31日之前结算;但是,爱迪生联合电气公司可以选择在满足特定条件的情况下提前全部或部分结算远期销售协议。

Con Edison will not receive any proceeds from the sale of the common shares sold by the forward counterparty to the underwriter. If Con Edison is required to issue and sell any top-up shares (as defined below) to the underwriter, Con Edison would receive proceeds from the sale of the top-up shares (and the number of shares subject to the forward sale agreement would be reduced accordingly). In the event that, in the forward counterparty's commercially reasonable judgment, the forward counterparty (or its affiliate) is unable to borrow and deliver for sale to the underwriter any common shares that it was to borrow and deliver for sale, or the forward counterparty (or its affiliate) would incur a stock loan cost greater than a specified rate to do so, Con Edison will issue and sell directly to the underwriter the number of common shares that the forward counterparty (or its affiliate) does not borrow and deliver for sale (the "top-up shares").

爱迪生联合电气公司不会从远期交易对手向承销商出售普通股中获得任何收益。如果爱迪生联合电气公司被要求向承销商发行并出售任何补充股份(如下所定义),爱迪生联合电气公司将从补充股份的销售中获得收益(远期销售协议所涉及的股份数量将相应减少)。如果根据远期交易对手的合理商业判断,远期交易对手(或其附属公司)无法借入并交付要出售给承销商的任何普通股,或者远期交易对手(或其附属公司)为此借股的成本超过指定利率,爱迪生联合电气公司将直接向承销商发行并出售远期交易对手(或其附属公司)未借入和交付出售的普通股数量("补充股份")。

The offering is being made pursuant to Con Edison's effective shelf registration statement filed with the Securities and Exchange Commission (the "SEC"). The preliminary prospectus supplement and the base prospectus relating to the offering will be available on the SEC's website at http://www.sec.gov. Copies of the prospectus supplement and the base prospectus relating to the offering may be obtained from J.P. Morgan, c/o Broadridge Financial Solutions 1155 Long Island Avenue, Edgewood, New York 11717, Emails: [email protected] and [email protected].

本次发行是依据爱迪生联合电气向证券交易委员会("SEC")提交的有效架构注册声明进行的。本次发行的初步招募说明书补充和基础招募说明书可在SEC的网站上获取,网址为http://www.sec.gov。有关本次发行的招募说明书补充和基础招募说明书的副本可从J.P.摩根获取,地址为:Broadridge金融解决方案 1155 Long Island Avenue, Edgewood, New York 11717,电子邮件:[email protected] 和 [email protected]。

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which the offer, solicitation or sale of these securities would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of these securities will be made only by means of the prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the "Securities Act").

本新闻稿不构成出售这些证券的要约或买入这些证券的邀请,也不应在任何未按证券法律注册或资格的司法管辖区内出售这些证券。对这些证券的发行仅通过符合修订后的《1933年证券法》第10条要求的招募说明书及相关招募说明书补充进行。

This press release contains forward-looking statements that are intended to qualify for the safe-harbor provisions of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements of future expectations and not facts. Words such as "forecasts," "expects," "estimates," "anticipates," "intends," "believes," "plans," "will," "target," "guidance," "potential," "goal," "consider" and similar expressions identify 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 such as those identified in reports Con Edison has filed with the SEC, including, but not limited to: its subsidiaries are extensively regulated and are subject to substantial penalties; its utility subsidiaries' rate plans may not provide a reasonable return; it may be adversely affected by changes to the utility subsidiaries' rate plans; the failure of, or damage to, its subsidiaries' facilities could adversely affect it; a cyber attack could adversely affect it; the failure of processes and systems, the failure to retain and attract employees and contractors, and their negative performance could adversely affect it; it is exposed to risks from the environmental consequences of its subsidiaries' operations, including increased costs related to climate change; its ability to pay dividends or interest depends on dividends from its subsidiaries; changes to tax laws could adversely affect it; it requires access to capital markets to satisfy funding requirements; a disruption in the wholesale energy markets, increased commodity costs or failure by an energy supplier or customer could adversely affect it; it faces risks related to health epidemics and other outbreaks; its strategies may not be effective to address changes in the external business environment; it faces risks related to supply chain disruptions and inflation; and it also faces other risks that are beyond its control. This list of factors is not all-inclusive because it is not possible to predict all factors that could cause actual results or developments to differ from the forward-looking statements. Con Edison assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

本新闻稿包含旨在符合《证券法》第27A条和《证券交易法》第21E条(修订版)的安全港条款的前瞻性声明。前瞻性声明是对未来预期的陈述,而非事实。诸如"预测"、"期望"、"估计"、"预期"、"打算"、"相信"、"计划"、"将"、"目标"、"指导"、"潜在"、"目标"、"考虑"和类似表达词汇标识前瞻性声明。前瞻性声明反映了做出声明时可获得的信息和假设,因此仅在该时间点上讲述。实际结果或发展可能与前瞻性声明中包含的结果有重大差异,原因包括但不限于:其子公司受到广泛监管并面临重大罚款;其公用事业子公司的费率计划可能无法提供合理的回报;公用事业子公司的费率计划的变化可能会对其产生不利影响;子公司的设施故障或损坏可能会对其产生不利影响;网络攻击可能会对其产生不利影响;流程和系统的失败、员工和承包商的保留和吸引失败,以及负面业绩可能会对其产生不利影响;它面临其子公司运营的环保后果所带来的风险,包括与气候变化相关的增加成本;其支付分红或利息的能力取决于来自其子公司的分红;税法的变化可能会对其产生不利影响;它需要进入资本市场以满足资金需求;批发能源市场的干扰、商品成本的增加或能源供应商或客户的失败可能会对其产生不利影响;它面临与健康流行病和其他疫情相关的风险;其战略可能无法有效应对外部业务环境的变化;它面临与供应链中断和通货膨胀相关的风险;还面临超出其控制范围的其他风险。 该因素列表并不全面,因为无法预测所有可能导致实际结果或发展与前瞻性声明不同的因素。爱迪生联合电气不承担因新信息、未来事件或其他原因更新或修订任何前瞻性声明的义务,除非法律要求。

Consolidated Edison, Inc. is one of the nation's largest investor-owned energy-delivery companies. The company provides a wide range of energy-related products and services to its customers through the following subsidiaries: Consolidated Edison Company of New York, Inc., a regulated utility providing electric, gas and steam service in New York City and Westchester County, New York; Orange and Rockland Utilities, Inc., a regulated utility serving customers in a 1,300-square-mile-area in southeastern New York State and northern New Jersey; and Con Edison Transmission, Inc., which through its subsidiaries, invests in electric transmission projects and manages, through joint ventures, both electric and gas assets.

爱迪生联合电气公司是全国最大的投资者拥有的能源交付公司之一。该公司通过以下子公司向客户提供广泛的能源相关产品和服务:爱迪生纽约公司,一家在纽约市和纽约西切斯特县提供电力、燃气和蒸汽服务的受监管公用事业公司;橙县和洛克兰公用事业公司,一家在纽约州东南部和新泽西州北部的1,300平方英里区域服务客户的受监管公用事业公司;以及爱迪生变速器公司,通过其子公司投资电力变速器项目,并通过合资企业管理电力和燃气资产。

SOURCE Consolidated Edison, Inc.

消息来源:Consolidated Edison, Inc.

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