NEW
YORK, Oct. 1, 2022 /PRNewswire/ -- Consolidated
Edison, Inc. ("Con Edison") (NYSE: ED) today announced that it
entered into a purchase and sale agreement pursuant to which Con
Edison agreed to sell its interest in its wholly-owned subsidiary,
Con Edison Clean Energy Businesses, Inc. and its subsidiaries (the
"Clean Energy Businesses") to RWE Renewables Americas, LLC, a
subsidiary of RWE Aktiengesellschaft ("RWE"). The transaction is
valued at $6.8 billion, subject
to certain customary adjustments.
The transaction is subject to customary closing conditions,
including, among other things, expiration or early termination of
the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended and approvals by the Committee
on Foreign Investment in the United
States and the Federal Energy Regulatory Commission.
The transaction is not subject to a financing condition. The
transaction is expected to close in the first half of 2023, subject
to satisfaction of the foregoing conditions, among other
things.
In light of the pending transaction, Con Edison intends to
forego its previously announced plan to issue up to $850
million of common equity in 2022 and withdraws its equity
guidance for 2023 and 2024.
"The transaction we announced today will allow Con Edison to
sharply focus on our core utility businesses and the investments
needed to lead New York's
ambitious clean energy transition," said Timothy P. Cawley, Chairman and Chief Executive
Officer of Con Edison. "RWE, in turn, is well positioned to
accelerate the growth of renewable energy across the United States."
RWE is an industry leader in renewable generation globally, with
locations throughout the U.S., Europe and the Asia-Pacific region.
With a strong commitment to lead the clean energy transition in
New York, Con Edison continues to
make significant investments in clean energy transmission projects,
building electrification, energy efficiency, electric vehicle
infrastructure, battery storage and other technologies.
"We will continue to advocate for state approval of
utility-owned renewable generation for the benefit of our customers
and all New Yorkers. We remain confident in New York, and in our ability to meet the needs
of the clean energy future, while maintaining a safe,
cost-effective system that delivers world class reliability for our
customers," Cawley added.
Con Edison was represented by Barclays as financial advisor and
Latham & Watkins, LLP as legal advisor.
This press release contains forward-looking statements that are
intended to qualify for the safe-harbor provisions of Section 27A
of the Securities Act of 1933, as amended, 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" 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 Securities and Exchange
Commission, including that the proposed transaction may not occur
on the contemplated terms, timeline or at all, that its
subsidiaries are extensively regulated and are subject to
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 and
performance of employees and contractors could adversely affect it;
it is exposed to risks from the environmental consequences of its
subsidiaries' operations, including increased costs related to
climate change; a disruption in the wholesale energy markets or
failure by an energy supplier or customer could adversely affect
it; it has substantial unfunded pension and other postretirement
benefit liabilities; its ability to pay dividends or interest
depends on dividends from its subsidiaries; it requires access to
capital markets to satisfy funding requirements; changes to tax
laws could adversely affect it; its strategies may not be effective
to address changes in the external business environment; it faces
risk related to health epidemics and other outbreaks, including the
COVID-19 pandemic; and it also faces other risks that are beyond
its control. 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.
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; Con Edison Clean Energy
Businesses, Inc., which through its subsidiaries develops, owns and
operates renewable and sustainable energy infrastructure projects
and provides energy-related products and services to wholesale and
retail customers; and Con Edison Transmission, Inc. invests in
electric transmission facilities through its subsidiary,
Consolidated Edison Transmission, LLC, and holds investments in gas
pipeline and storage facilities through its subsidiary Con Edison
Gas Pipeline and Storage, LLC.
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SOURCE Consolidated Edison, Inc.