UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
On July 6, 2023, Fitchburg Gas and Electric Light Company (“Fitchburg”), an electric and natural gas distribution utility subsidiary of Unitil Corporation (the “Company” or the “Registrant”), entered into a Note Purchase Agreement with MetLife Reinsurance Company of Hamilton, Ltd., Mutual of Omaha Insurance Company, United of Omaha Life Insurance Company, CMFG Life Insurance Company, and American Memorial Life Insurance Company (the “Note Purchase Agreement”) pursuant to which it issued and sold (i) $12.0 million aggregate principal amount of its 5.70% senior unsecured notes due July 2, 2033 (the “Series A Notes”), and (ii) $13.0 million aggregate principal amount of its 5.96% senior unsecured notes due July 2, 2053 (the “Series B Notes”). This Current Report on Form 8-K refers to the Series A Notes and the Series B Notes collectively as the “Notes.”
The Note Purchase Agreement and the Notes collectively contain customary representations and warranties, covenants and events of default for a transaction of this type. The Notes may or will become immediately due and payable upon an event of default, as described in the Note Purchase Agreement.
The foregoing summary of the Note Purchase Agreement and the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such documents, the executed copies or forms of which are attached hereto as exhibits to this Current Report on Form 8-K.
Certain of the purchasers of the Notes (or their affiliates) are holders of other indebtedness of the Company or its subsidiaries.
Fitchburg plans to use the net proceeds from this long-term financing to refinance existing debt and for general corporate purposes.
Fitchburg offered the Notes principally to institutional investors in an offering made pursuant to the exemption from registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (“Act”).
The Notes have not been and will not be registered under the Act, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Act and applicable state securities laws.
The Company intends this notice to comply with Rule 135c of the Act and, accordingly, this notice does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Note Purchase Agreement, a Series A Note, and a Series B Note have been attached as exhibits to this Current Report on Form 8-K to provide investors with information regarding their terms. The representations, warranties and covenants contained in such documents were made only for purposes of such documents and as of specific dates, were solely for the benefit of the parties to such documents, and are subject to limitations agreed upon by the parties to such documents. Moreover, the representations and warranties contained in such documents were made for the purpose of allocating contractual risk between the parties to such documents instead of establishing matters as facts, and may be subject to standards of materiality applicable to the parties to such documents that differ from those applicable to investors generally. Investors (other than the parties to such documents) are not third-party beneficiaries under such documents and should not rely on the representations, warranties and covenants contained therein or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The disclosure in Item 1.01 is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Number | Exhibit | |
| 4.1* | Note Purchase Agreement dated July 6, 2023 by and among Fitchburg Gas and Electric Light Company and the several purchasers named therein. | |
| 4.2** | 5.70% Senior Note, Series 2023A, due July 2, 2033, issued by Fitchburg Gas and Electric Light Company to MetLife Reinsurance Company of Hamilton, Ltd. | |
| 4.3** | 5.96% Senior Note, Series 2023B, due July 2, 2053, issued by Fitchburg Gas and Electric Light Company to Mutual of Omaha Insurance Company. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | In accordance with Item 601(a)(5) of Regulation S-K, this exhibit omits certain of its schedules and exhibits. This exhibit’s table of contents includes a brief description of the subject matter of all of its schedules and exhibits, including the omitted schedules and exhibits. The Registrant acknowledges that it must provide a copy of any omitted schedules or exhibits to the Securities and Exchange Commission or its staff upon request. |
| ** | This note is substantially identical in all material respects to other notes that are otherwise required to be filed as exhibits, except as to the registered payee of such note, the identifying number of such note, and the principal amount of such note. In accordance with instruction no. 2 to Item 601 of Regulation S-K, the Registrant has filed a copy of only one of such notes, with a schedule identifying the other notes omitted and setting forth the material details in which such notes differ from the note that was filed. The Registrant acknowledges that the Securities and Exchange Commission may at any time in its discretion require filing of copies of any notes so omitted. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UNITIL CORPORATION | ||
| By: | /s/ Daniel J. Hurstak | |
| Name: | Daniel J. Hurstak | |
| Title: | Senior Vice President, Chief Financial Officer and Treasurer | |
| Date: | July 11, 2023 | |