UNITIL CORP false 0000755001 0000755001 2020-09-15 2020-09-15

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): September 15, 2020

UNITIL CORPORATION

(Exact name of registrant as specified in its charter)

New Hampshire |  | 1-8858 |  | 02-0381573
(State or other jurisdiction |  | (Commission |  | (IRS Employer
of incorporation) |  | File Number) |  | Identification No.)

6 Liberty Lane West, Hampton, New Hampshire |  | 03842-1720
(Address of principal executive offices) |  | (Zip Code)

Registrant’s telephone number, including area code: (603) 772-0775

N/A

(Former name or former address, if changed since last report)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol |  | Name of each exchange of which registered
Common Stock, no par value |  | UTL |  | New York Stock Exchange

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

As reported on the Form 8-K of Unitil Corporation (the “Company” or the “Registrant”) dated June 16, 2020, on such date:

| • |  | Northern Utilities, Inc. (“Northern Utilities”), a natural gas distribution utility subsidiary of the Company, priced $40 million of Senior Unsecured Notes due September 15, 2040 at 3.78% (the “Northern Utilities Notes”) through a private placement marketing process principally to institutional investors;

| • |  | Fitchburg Gas and Electric Light Company (“Fitchburg”), an electric and natural gas distribution utility subsidiary of the Company, priced $27.5 million of Senior Unsecured Notes due September 15, 2040 at 3.78% (the “Fitchburg Notes”) through a private placement marketing process principally to institutional investors; and

| • |  | Unitil Energy Systems, Inc. (“Unitil Energy”), an electric distribution utility subsidiary of the Company, priced $27.5 million of Series R First Mortgage Bonds due September 15, 2040 at 3.58% (the “Unitil Energy Bonds”) through a private placement marketing process principally to institutional investors.

On September 15, 2020:

| • |  | Northern Utilities entered into a Note Purchase Agreement with Metropolitan Life Insurance Company, Metropolitan Tower Life Insurance Company, Brighthouse Life Insurance Company, American Fidelity Assurance Company, The Lincoln National Life Insurance Company, Minnesota Life Insurance Company, American Republic Insurance Company, Blue Cross and Blue Shield of Florida, Inc., Catholic Life Insurance, Catholic United Financial, Royal Neighbors of America, Western Fraternal Life Association, Thrivent Financial for Lutherans, Pacific Life Insurance Company, and United of Omaha Life Insurance Company (the “Northern Utilities Note Purchase Agreement”) pursuant to which it issued and sold the Northern Utilities Notes;

| • |  | Fitchburg entered into a Note Purchase Agreement with Brighthouse Life Insurance Company of NY, Metropolitan Life Insurance Company, Metropolitan Tower Life Insurance Company, The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York, Minnesota Life Insurance Company, American Republic Insurance Company, Blue Cross and Blue Shield of Florida, Inc., Catholic Life Insurance, Catholic United Financial, Royal Neighbors of America, Thrivent Financial for Lutherans, Pacific Life Insurance Company, and United of Omaha Life Insurance Company (the “Fitchburg Note Purchase Agreement”) pursuant to which it issued and sold the Fitchburg Notes; and

| • |  | Unitil Energy entered into (i) a Bond Purchase Agreement with U.S. Bank National Association (as trustee), Symetra Life Insurance Company, Metropolitan Life Insurance Company, Metropolitan Tower Life Insurance Company, The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York, Securian Life Insurance Company, Minnesota Life Insurance Company, American Republic Insurance Company, Blue Cross and Blue Shield of Florida, Inc., Catholic United Financial, The State Life Insurance Company, Pacific Life Insurance Company, and United of Omaha Life Insurance Company (the “Unitil Energy Bond Purchase Agreement”) and (ii) a Sixteenth Supplemental Indenture with U.S. Bank National Association (as trustee) (the “Sixteenth Supplemental Indenture”), pursuant to which it issued and sold the Unitil Energy Bonds.

The Northern Utilities Note Purchase Agreement and the Northern Utilities Notes collectively contain customary representations and warranties, covenants and events of default for a transaction of this type. The Northern Utilities Notes may or will become immediately due and payable upon an event of default, as described in the Northern Utilities Note Purchase Agreement.

The Fitchburg Note Purchase Agreement and the Fitchburg Notes collectively contain customary representations and warranties, covenants and events of default for a transaction of this type. The Fitchburg Notes may or will become immediately due and payable upon an event of default, as described in the Fitchburg Note Purchase Agreement.

The Unitil Energy Bond Purchase Agreement, the Sixteenth Supplemental Indenture and the Unitil Energy Bonds (collectively, the “Unitil Energy Bond Documents”) collectively contain customary representations and warranties, covenants and events of default for a transaction of this type. The Unitil Energy Bonds may or will become immediately due and payable upon an event of default, as described in the Unitil Energy Bond Documents. The Unitil Energy Bond Documents also contain a “fall-away” structure whereby the collateral securing the Unitil Energy Bonds will be released after all other first mortgage bonds of Unitil Energy are paid, subject to certain additional conditions described in the Unitil Energy Bond Purchase Agreement.

The foregoing summary of the Northern Utilities Note Purchase Agreement and the Northern Utilities Notes, the Fitchburg Note Purchase Agreement and the Fitchburg Notes, and the Unitil Energy Bond Documents 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 Northern Utilities Notes, Fitchburg Notes, or Unitil Energy Bonds (or their affiliates) are holders of other indebtedness of the Company or its subsidiaries.

Northern Utilities, Fitchburg, and Unitil Energy plan to use the net proceeds from these long-term financings to refinance existing debt and for general corporate purposes.

Northern Utilities, Fitchburg, and Unitil Energy offered the Northern Utilities Notes, the Fitchburg Notes, and the Unitil Energy Bonds, respectively, 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 Northern Utilities Notes, the Fitchburg Notes, and the Unitil Energy Bonds 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 Northern Utilities Note Purchase Agreement and a Northern Utilities Note, the Fitchburg Note Purchase Agreement and a Fitchburg Note, and the Unitil Energy Bond Purchase Agreement, a Unitil Energy Bond and the Sixteenth Supplemental Indenture 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 September 15, 2020 by and among Northern Utilities, Inc. and the several purchasers named therein.
4.2* |  | 3.78% Senior Note, Series 2020, due September 15, 2040, issued by Northern Utilities, Inc. to Metropolitan Life Insurance Company.
4.3 |  | Note Purchase Agreement dated September 15, 2020 by and among Fitchburg Gas and Electric Light Company and the several purchasers named therein.
4.4* |  | 3.78% Senior Note, Series 2020A, due September 15, 2040, issued by Fitchburg Gas and Electric Light Company to Brighthouse Life Insurance Company of NY.
4.5 |  | Bond Purchase Agreement dated September 15, 2020 by and among Unitil Energy Systems, Inc., U.S. Bank National Association (as trustee), and the several purchasers named therein.
4.6 |  | Sixteenth Supplemental Indenture dated September 15, 2020 by and between Unitil Energy Systems, Inc. and U.S. Bank National Association (as trustee).
4.7* |  | First Mortgage Bond, Series R, 3.58%, due September 15, 2040, issued by Unitil Energy Systems, Inc. to CUDD AND CO (as nominee for Symetra Life Insurance Company).
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document)

* | This note or bond is substantially identical in all material respects to other notes or bonds that are otherwise required to be filed as exhibits, except as to the registered payee of such note or bond, the identifying number of such note or bond, and the principal amount of such note or bond. 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 or bonds, with a schedule identifying the other notes or bonds omitted and setting forth the material details in which such notes or bonds differ from the note or bond 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 or bonds 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/ Robert B. Hevert
|  | Name: Robert B. Hevert
|  | Title: Senior Vice President, Chief Financial Officer and Treasurer

Date: September 21, 2020