CON EDISON ANNOUNCES PUBLIC OFFERING OF COMMON SHARES

Rhea-AI Summary

Consolidated Edison (NYSE: ED) has announced a public offering of 6,300,000 common shares through Barclays. The shares will be offered via the NYSE, over-the-counter market, or through negotiated transactions, with an expected issuance date of March 6, 2025.

The offering is being conducted under Con Edison's effective shelf registration with the SEC. The company plans to use the net proceeds to fund capital requirements of its subsidiaries and for general corporate purposes. The shares will be available through Barclays Capital Inc., with detailed information accessible via the SEC's website and through Barclays' prospectus distribution channels.

Positive

• Capital raising for subsidiary funding and corporate growth
• Offering through major underwriter Barclays enhances distribution

Negative

• Potential dilution of existing shareholders
• Share price pressure from increased supply

Insights

Financial Analyst

Con Edison's announcement of a 6.3 million common share offering represents a significant capital raising event that warrants investor attention. Based on the current $102.15 share price, this offering could raise approximately $643.5 million before fees and expenses.

The dilutive impact on existing shareholders will be moderate, representing approximately 1.8% of the company's $36 billion market capitalization. While share dilution typically creates downward pressure on stock prices in the near term, utility investors should consider the long-term implications.

Con Edison has explicitly stated these funds will be directed toward its subsidiaries' capital requirements and general corporate purposes. For regulated utilities like Con Edison, capital investments in infrastructure typically translate to an expanded rate base upon which the company can earn its authorized return on equity. This creates a pathway for future revenue growth that could eventually offset the dilutive effect.

The timing aligns with the broader industry trend of utilities raising capital to fund grid modernization, reliability improvements, and clean energy investments. With the offering expected to close quickly (March 6), the company appears to be executing efficiently with minimal market exposure.

While secondary offerings often signal potential financial strain, utilities regularly tap equity markets to maintain optimal capital structures that satisfy regulatory requirements. Con Edison's approach of using an established underwriter (Barclays) and existing shelf registration suggests this is part of planned financing activities rather than an urgent capital need.

Utilities Sector Specialist

This share issuance reflects Con Edison's ongoing need to fund its capital-intensive regulated utility operations across New York City and Westchester County. The utility sector requires continuous infrastructure investment, and equity issuances are a standard financing mechanism to balance debt levels and maintain credit ratings.

The $643.5 million potential proceeds (based on current pricing) will strengthen Con Edison's ability to address aging infrastructure, grid resilience, and potential clean energy mandates in its service territory. The New York regulatory environment has historically supported prudent capital investments that improve system reliability and advance state energy policy objectives.

For context, utility companies typically target equity ratios between 40-50% of their capital structure to satisfy rating agency requirements and regulatory expectations. This offering helps maintain that balance while providing fresh capital for deployment.

Investors should note that utility stocks typically experience temporary price pressure following share issuances but tend to recover as the capital is deployed into rate-based assets that generate regulated returns. The use of an established shelf registration process and a major financial institution as underwriter (Barclays) indicates this is a routine capital raising exercise rather than a response to unexpected financial pressure.

The offering's modest size relative to Con Edison's overall capitalization suggests this is an incremental adjustment to the company's capital structure rather than a transformational financing event. Long-term utility investors typically look beyond short-term dilution to focus on the regulatory compact that allows utilities to earn returns on prudently invested capital.

NEW YORK, March 4, 2025 /PRNewswire/ -- Consolidated Edison, Inc. ("Con Edison") (NYSE: ED) announced today it has agreed to issue 6,300,000 of its common shares.  These common shares are being offered by Barclays under Con Edison's effective shelf registration statement filed with the Securities and Exchange Commission (the "SEC"). The underwriter may offer the common shares in transactions on the New York Stock Exchange LLC, in the over-the-counter market or through negotiated transactions at market prices or at negotiated prices.  The common shares are expected to be issued on March 6, 2025, subject to customary closing conditions.

Con Edison expects to invest the net proceeds from the sale of the common shares in its subsidiaries for funding of their capital requirements and for its other general corporate purposes.

The offering is being made pursuant to Con Edison's effective shelf registration statement filed with 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 Barclays Capital Inc., c/o Broadridge Financial Solutions,1155 Long Island Avenue, Edgewood, New York 11717, Toll-free: 1-888-603-5847, Email: barclaysprospectus@broadridge.com.

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").

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 may be 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, inflation and the imposition of tariffs; 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.

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.

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SOURCE Consolidated Edison, Inc.

FAQ

How many common shares is Con Edison (ED) offering in its March 2025 public offering?

Con Edison is offering 6,300,000 common shares through Barclays, with issuance expected on March 6, 2025.

What is the purpose of Con Edison's (ED) 2025 common share offering?

The net proceeds will be used to fund capital requirements of Con Edison's subsidiaries and for general corporate purposes.

When will Con Edison's (ED) new common shares be issued?

The common shares are expected to be issued on March 6, 2025, subject to customary closing conditions.

How can investors access Con Edison's (ED) share offering prospectus?

Investors can access the prospectus through the SEC's website or obtain copies from Barclays Capital Inc. via Broadridge Financial Solutions.