RWE Renewables Americas, LLC signed a purchase agreement to acquire Con Edison Clean Energy Businesses, Inc. (CEB) from Consolidated Edison, Inc. (NYSE:ED) for $6.8 billion on October 1, 2022. The purchase price is subject to certain customary adjustments. Financing of the acquisition and the additional growth are funded through debt instruments and an equity capital measure undertaken by RWE AG. Equity will be raised via issuance of a mandatory convertible bond to a subsidiary of QIA (Qatar Investment Authority). The mandatory convertible bond will have an aggregate principal amount of €2,427.6 million and will be converted into new ordinary bearer shares, expected to represent just under 10% of RWE AG's existing share capital (approximately 9.09% post conversion). RWE maintains its plan to pay a dividend of €0.90 per share for fiscal 2022. CEB reported total assets of $6.9 billion, shareholders equity of $3 billion, net income of $336 million and EBITDA of $553 million for the year ended September 30, 2022. The transaction is subject to customary closing conditions, including, among other things, third party consents, 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 and customary regulatory approvals. The parties filed for approval of Hart-Scot-Rodino and FERC on October 28, 2022. The transaction is expected to take place in the first half of 2023. As of February 16, 2023, the transaction is expected to close on or about the end of the first quarter of 2023. Con Edison plans to use the proceeds from transaction to repay $1,050 million of parent company debt, investment in CECONY and O&R, and institute a share repurchase program. Furthermore, with EBITDA of around $600 million from year one on, the acquisition is earnings accretive.

Con Edison was represented by Barclays as financial advisor and Christopher Cross and Leah Sauter of Latham & Watkins, LLP as legal advisor. Thomas Meurer; Martin Ulbrich of Hengeler Mueller served as legal advisors of RWE Renewables Americas, LLC. Richard Hall, Aaron M. Gruber, Lauren Angelilli, Matthew J. Bobby, Matthew Morreale, Matthew M. Kelly, John D. Buretta, Megan Y. Lew, Margaret T. Segall, Benjamin G. Joseloff, Brian M. Budnick and Emily R. Eskin of Cravath, Swaine & Moore LLP served as legal advisor to RWE Renewables Americas, LLC. Steptoe & Johnson LLP and Larry J. Bonney, Benjamin D. Levin, Sarah A. Slack, Adam Schurle, Daniel L. Pieringer, Thomas McCann Mullooly, John T. Dunlap and Jason W. Allen of Foley & Lardner LLP acted as legal advisors to RWE. Rick van Aerssen, Andreas Fabritius, Nicholas Günther, Mario Hüther, Georg Roderburg, Ulrich Scholz, Frank Röhling, Aimen Mir, Alexander Pospisil, Christina Zapf, Peter Stark, Christine Laciak, Freshfields Bruckhaus Deringer advices RWE AG on the financing of acquisition. Rene Titze of Bbh Ag WirtschaftsprÜFungsgesellschaft acyed as financial due diligence provider to RWE Renewables Americas, LLC.

RWE Renewables Americas, LLC completed the acquisition of Con Edison Clean Energy Businesses, Inc. (CEB) from Consolidated Edison, Inc. (NYSE:ED) on March 1, 2023. All relevant authorities have approved the acquisition. Mark Noyes is appointed CEO of RWE Clean Energy. The Executive Management Team of RWE Clean Energy around Mark Noyes is formed by members of the former top leadership teams of both RWE Renewables Americas and Con Edison CEB, with Ingmar Ritzenhofen as CFO, Andrew Flanagan as Chief Development Officer and Akshaya Bhargava as Chief Operating Officer.