Unitil Corp. Files 8-K for Material Definitive Agreement

TL;DR

Unitil Corp. signed a big deal, check the 8-K for details.

AI Summary

On July 8, 2024, Unitil Corp. entered into a Material Definitive Agreement related to a financial obligation. The company, incorporated in New Hampshire with its principal executive offices in Hampton, filed this 8-K report with the SEC.

Why It Matters

This filing indicates Unitil Corp. has entered into a significant agreement that could impact its financial obligations and operations.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new financial obligations or strategic shifts that carry inherent risks.

Key Numbers

• 001-08858 — SEC File Number (Identifies the company's filing history with the SEC.)
• 02-0381573 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Unitil Corp. (company) — Registrant
• New Hampshire (jurisdiction) — State of incorporation
• Hampton (location) — City of principal executive offices
• July 8, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $70.9 million — he shares of capital stock of Bangor is $70.9 million in cash, which amount is subject to cer
• $10,000 — chase Agreement (generally subject to a $10,000 claim threshold, a $350,000 basket, a $
• $350,000 b — subject to a $10,000 claim threshold, a $350,000 basket, a $175,000 deductible, and a $10,
• $175,000 — 0 claim threshold, a $350,000 basket, a $175,000 deductible, and a $10,000,000 cap), (ii
• $10,000,000 — 00 basket, a $175,000 deductible, and a $10,000,000 cap), (ii) any breach of any covenant,
• $71.0 million — Nova Scotia has committed to provide a $71.0 million senior unsecured delayed-draw term loan

Filing Documents

• d786482d8k.htm (8-K) — 46KB
• d786482dex21.htm (EX-2.1) — 423KB
• d786482dex991.htm (EX-99.1) — 11KB
• g786482g64c16.jpg (GRAPHIC) — 12KB
• 0001193125-24-178604.txt ( ) — 721KB
• utl-20240708.xsd (EX-101.SCH) — 3KB
• utl-20240708_lab.xml (EX-101.LAB) — 17KB
• utl-20240708_pre.xml (EX-101.PRE) — 11KB
• d786482d8k_htm.xml (XML) — 3KB

Forward-Looking Statements

Forward-Looking Statements This Form 8-K contains forward-looking statements. All statements, other than statements of historical fact, included in this Form 8-K are forward-looking statements. Forward-looking statements include declarations regarding the Company's beliefs and current expectations. These forward-looking statements are subject to the inherent risks and uncertainties in predicting future results and conditions that could cause the actual results to differ materially from those projected in these forward-looking statements. Some, but not all, of the risks and uncertainties include the following: the ability of the parties to consummate the proposed purchase of Bangor in a timely manner or at all; the satisfaction of conditions precedent to consummation of the Acquisition, including the ability to secure regulatory approvals; the Company's ability to successfully complete its anticipated debt financing arrangements; the Company's ability to successfully integrate Bangor; the Company's ability to retain Bangor's management team and other employees; the Company's and Bangor's regulatory environment (including regulations relating to climate change, greenhouse gas emissions and other environmental matters); fluctuations in the supply of, the demand for, and the prices of, energy commodities and transmission and transportation capacity and the Company's and Bangor's ability to recover energy commodity costs in their rates; customers' preferred energy sources; severe storms and the Company's and Bangor's ability to recover storm costs in their rates; general economic conditions; variations in weather; long-term global climate change; unforeseen or changing circumstances, which could adversely affect the reduction of company-wide direct greenhouse gas emissions; the Company's and Bangor's ability to retain their existing customers and attract new customers; increased competition; and other risks detailed in the Company's filings with the Securities and Exch

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Number Exhibit Reference (1) 2.1* Stock Purchase Agreement among Unitil Corporation, PHC Utilities, Inc., and Hearthstone Utilities, Inc. (d/b/a Hope Companies, Inc.) dated July 8, 2024 Filed herewith 99.1 Press release dated July 9, 2024 Filed herewith 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Filed herewith * Certain schedules and exhibits to the Stock Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. These schedules and exhibits consist of (i) the Disclosure Schedules (as such term is defined in the Stock Purchase Agreement), (ii) the Transition Services Agreement (as such term is defined in the Stock Purchase Agreement), (iii) the Allocation Schedule (as such term is defined in the Stock Purchase Agreement), and (iv) the Target Working Capital (as such term is defined in the Stock Purchase Agreement). Unitil Corporation hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission or its staff. (1) The exhibits referred to in this column by specific designations and dates have heretofore been filed with or furnished to the Securities and Exchange Commission under such designations and are hereby incorporated by reference.

SIGNATURES

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 Daniel J. Hurstak Senior Vice President, Chief Financial Officer and Treasurer Date: July 12, 2024

View Full Filing

View this 8-K filing on SEC EDGAR