CONSOLIDATED EDISON INC (Form: 8-K, Received: 01/08/2018 16:22:59)

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): January 8, 2018

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

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. ¨



Item 1.01	Entry into a Material Definitive Agreement.

On January 8, 2018, Consolidated Edison, Inc. (“Con Edison”) and its subsidiaries Consolidated Edison Company of New York, Inc. (“Con Edison of New York”) and Orange and Rockland Utilities, Inc. (“O&R,” and along with Con Edison and Con Edison of New York, collectively, the “Companies”) entered into an Extension Agreement, effective January 8, 2018, (the “Extension Agreement)” among the Companies, the lenders party thereto and Bank of America, N.A., as Administrative Agent. The Extension Agreement extends the termination date under the $2.25 billion Credit Agreement, dated as of December 7, 2016, among the Companies, the lenders party thereto and Bank of America, N.A., as Administrative Agent from December 7, 2021 to December 7, 2022. A copy of the Extension Agreement is included as an exhibit to this report, and this description of the Extension Agreement is qualified in its entirety by reference to the Extension Agreement.



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		Extension Agreement, effective January 8, 2018, among Con Edison of New York, Con Edison, O&R, the lenders party thereto and Bank of America, N.A., as Administrative Agent.

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/ Robert Muccilo
		Robert Muccilo
		Vice President and Controller

Date: January 8, 2018

Exhibit 10

CONFORMED COPY

EXTENSION AGREEMENT

Bank of America, N.A.

as Administrative Agent

under the Credit Agreement

referred to below

Ladies and Gentlemen:

The undersigned hereby agrees to extend, effective January 8, 2018, the Termination Date under the Credit Agreement dated as of December 7, 2016 (as further amended from time to time, the “ Credit Agreement ”) among Consolidated Edison Company of New York, Inc., Consolidated Edison, Inc. Orange and Rockland Utilities, Inc., the Lenders party thereto and Bank of America, N.A., as Administrative Agent, for one year to December 7, 2022 and by their acceptance hereof the Borrowers hereby confirm that the conditions set forth in Section 2.19(b)(i) and (ii) of the Credit Agreement are satisfied as to such extension. Terms defined in the Credit Agreement are used herein with the same meaning.

This Extension Agreement shall be construed in accordance with and governed by the law of the State of New York.

Exhibit 10



BANK OF AMERICA, N.A., as a Lender
By:	/s/Maggie Halleland
	Title: Vice President



BARCLYS BANK PLC, as a Lender
By:	/s/Sydney G. Dennis
	Title: Director



CITBANK, N.A., as a Lender
By:	/s/Richard Rivera
	Title: Vice President



JPMORGAN CHASE BANK, N.A., as a Lender
By:	/s/Amit Gaur
	Title: Vice President



MIZUHO BANK, LTD., as a Lender
By:	/s/Nelson Chang
	Title: Authorized Signatory



WELLS FARGO, NATIONAL ASSOCIATION, as a Lender
By:	/s/Patrick Engel
	Title: Managing Director



THE BANK OF NEW YORK, MELLON, as a Lender
By:	/s/Richard K. Fronapfel, Jr.
	Title: Director



SUMITOMO MITSUI BANKING CORPORATION, as a Lender
By:	/s/Katsuyuki Kubo
	Title: Managing Director

[ Signature Page to Extension Agreement ]

Exhibit 10



KEYBANK NATIONAL ASSOCIATION, as a Lender
By:	/s/Richard Gerling
	Title: Senior Vice President



THE BANK OF TOKYO-MITSUBISHI UFI, LTD., as a Lender
By:	/s/Jeffrey Flagg
	Title: Director



THE BANK OF NOVA SCOTIA, as a Lender
By:	/s/David Dewar
	Title: Director



CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender
By:	/s/Anju Abraham
	Title: Authorized Signatory



By:	/s/Robert Casey
	Title: Authorized Signatory



TD BANK, N.A., as a Lender
By:	/s/Vijay Prasad
	Title: Senior Vice President



U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/James O’Shaughnessy
	Title: Vice President



PNC BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/Gabriel Martin
	Title: Vice President

[ Signature Page to Extension Agreement ]

Exhibit 10



THE NORTHERN TRUST COMPANY, as a Lender
By:	/s/Andrew D. Holtz
	Title: Senior Vice President



MORGAN STANLY BANK, N.A., as a Lender
By:	/s/Julie Lilienfeld
	Title: Authorized Signatory



STATE STREET BANK AND TRUST COMPANY, as a Lender
By:	/s/Kimberly R. Costa
	Title: Vice President

[ Signature Page to Extension Agreement ]

Exhibit 10

Agreed and accepted:



CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
By:	/s/Yukari Saegusa
	Title: Vice President and Treasurer



CONSOLIDATED EDISON, INC.
By:	/s/Yukari Saegusa
	Title: Vice President and Treasurer



ORANGE AND ROCKLAND UTILITIES, INC.
By:	/s/Yukari Saegusa
	Title: Treasurer

[ Signature Page to Extension Agreement ]

Exhibit 10



BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/Maggie Halleland
	Title: Vice President

[ Signature Page to Extension Agreement ]