UIL

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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): December 3, 2015

(Exact name of registrant as specified in its charter)

Not Applicable

(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 (see General Instruction A.2. below):

☐	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 eye-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item1.01.

Entry into a Material Definitive Agreement.

On December 3, 2015, UIL Holdings Corporation (“UIL”) and its subsidiaries, The United Illuminating Company, The Southern Connecticut Gas Company, Connecticut Natural Gas Corporation and The Berkshire Gas Company (collectively with UIL, the “Borrowers”), entered into an Amendment No. 2 to their Amended and Restated Credit Agreement (as amended, the “Credit Agreement”), dated as of November 30, 2011, among the Borrowers, the Banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

The Amendment No. 2 addresses, among other things, provisions of the Credit Agreement relating to changes of control, including amending the definition of a “Change of Control.” 

The foregoing description of the Amendment No. 2 is qualified in its entirety by the Amendment No. 2, which is attached hereto as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: December 9, 2015

 

 

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EXHIBIT 99.1

AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT

This Amendment No. 2 to Amended and Restated Credit Agreement, dated as of December 3, 2015 (this “Amendment”), is among UIL Holdings Corporation, a Connecticut corporation (the “Parent”), The United Illuminating Company, a specially chartered Connecticut corporation (“UI”), The Southern Connecticut Gas Company, a Connecticut corporation (“Southern Connecticut”), Connecticut Natural Gas Corporation, a Connecticut corporation (“Connecticut Gas”), and The Berkshire Gas Company, a Massachusetts gas company (“Berkshire Gas” and, together with the Parent, UI, Southern Connecticut and Connecticut Gas, the “Borrowers”), the Banks party hereto (collectively, the “Banks” and individually, a “Bank”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) under the Credit Agreement (as defined below).

WHEREAS, reference is made to the Amended and Restated Credit Agreement, dated as of November 30, 2011 (as amended pursuant to that certain Amendment No. 1 dated as of March 17, 2014, and as further amended, restated, amended and restated, extended, supplemented, modified and otherwise in effect on the date hereof, the “Credit Agreement”), among, inter alios, the Borrowers, each lender from time to time party thereto and the Administrative Agent;

WHEREAS, the Parent and Iberdrola USA, Inc., a New York corporation (“Iberdrola USA”) have agreed to a strategic business combination (the “Proposed Merger”) and have entered into an Agreement and Plan of Merger, dated as of February 25, 2015 (the “Merger Agreement”), pursuant to which the Parent will merge with and into Green Merger Sub, Inc., a Connecticut corporation (“Merger Sub”) and a wholly-owned Subsidiary of Iberdrola USA, with Merger Sub surviving the Proposed Merger as a wholly-owned Subsidiary of Iberdrola USA; and

 

WHEREAS, in connection with the Proposed Merger, the parties hereto wish now to amend the Credit Agreement in certain respects;

NOW THEREFORE, in consideration of the foregoing recitals, mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Administrative Agent and the Banks party hereto hereby agree as follows:

Section 1.  Defined Terms.  All capitalized terms used but not defined in this Amendment shall have the respective meanings specified in the Credit Agreement, as amended hereby.

Section 2.  Amendments to the Credit Agreement.

(i) The following definitions are hereby inserted in the appropriate alphabetical locations into Section 1.01:

“Amendment No. 2 Effective Date” means December 3, 2015.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Parent or any of its Subsidiaries from time to time concerning or relating to bribery or corruption.

 

“Iberdrola USA” means Iberdrola USA, Inc., a New York corporation.

 “Merger” means the merger of the Parent with and into Green Merger Sub, Inc., a Connecticut corporation and a wholly owned subsidiary of Iberdrola USA, pursuant to that certain Agreement and Plan of Merger, dated as of February 25, 2015; provided, that Green Merger Sub, Inc. shall survive the Merger as a wholly-owned Subsidiary of Iberdrola USA.

 “Regulatory Requirements” means collectively, (a) requirements imposed by the Massachusetts Department of Public Utilities (“DPU”) in connection with its approval of the Merger, including those requirements contained in that certain Settlement Agreement entered into by and between the Parent, Iberdrola USA, Iberdrola, S.A. and Green Merger Sub, Inc. (collectively the “Joint Petitioners”), the Attorney General of the Commonwealth of Massachusetts, and the Massachusetts Department of Energy Resources, in connection with the petition filed with the DPU by the Joint Petitioners on March 25, 2015, and approved by the DPU, and (b) requirements imposed by the Connecticut Public Utilities Regulatory Authority (“PURA”) in connection with its approval of the Merger, including those requirements contained in that certain Settlement Agreement entered into by and between Iberdrola USA Networks, Inc., Iberdrola USA, Iberdrola, S.A.,  Green Merger Sub, Inc. and the Parent (collectively, the “Applicants”) and the Connecticut Office of Consumer Counsel, in connection with the application filed with PURA by the Applicants on July 31, 2015, and approved by PURA.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions.

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any agency, political subdivision or instrumentality of the government of a Sanctioned Country or (d) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a), (b) or (c).

“Sanctions” means all sanctions or laws imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State that prohibit or restrict transactions with disqualified Persons, countries or territories.

“Change of Control” means Iberdrola USA shall fail to own, directly or indirectly, 100% of the common equity interests in any Borrower, free and clear of all Liens and encumbrances (other than Liens permitted pursuant to Section 5.02(a)).

“Parent” means Green Merger Sub, Inc., a Connecticut corporation (as successor to UIL Holdings Corporation, a Connecticut corporation), which will be

 

renamed as of the consummation of the Merger to UIL Holdings Corporation.

 

 

 

; provided, that, notwithstanding the foregoing, the Merger shall be permitted under this Section 5.01(b).

(i)        as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of such Borrower, the unaudited consolidated balance sheet of such Borrower and its Subsidiaries for such fiscal quarter and the related consolidated statements of income for such Borrower and its Subsidiaries, in each case, together with a certificate of the chief financial officer of such Borrower (x) stating that no event has occurred and is continuing that constitutes an Event of Default with respect to such Borrower or would constitute an Event of Default with respect to such Borrower but for the requirement that notice be given or time elapse or both, or, if an Event of Default with respect to such Borrower or an event that would constitute an Event of Default with respect to such Borrower has occurred and is continuing, a statement as to the nature thereof and the action that such Borrower proposes to take with respect thereto and (y) demonstrating compliance with Section 5.03 hereof for and as of the end of such quarter, such demonstration to be in a schedule which sets forth the computations used in demonstrating such compliance; provided that, if applicable, delivery within the time period specified above of copies of the Borrower’s Quarterly Report on Form 10‑Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this clause (i) of Section 5.01(i);

 

and (vi) the Merger.

 

such Section to read as follows:

 

(xi) Section 6.01(j) is hereby restated in its entirety to read as follows:

(a)          Executed Amendment No. 2 to Credit Agreement.  (i) The Administrative Agent shall have received one or more counterparts of this Amendment duly executed by the Borrowers, the Administrative Agent and the Banks and (ii) the Parent shall deliver to the Administrative Agent and the Banks, no later than three (3) Business Days prior to the Effective Date, all documentation and other information reasonably requested by the Banks or the Administrative Agent with respect to Merger Sub necessary to satisfy compliance with applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act.

(c)           Fees and Expenses. Each of the Administrative Agent, the LC Banks and the Banks shall have received payment of all fees then due and payable to the Administrative Agent, each LC Bank and the Banks, respectively, subject to the Parent receiving, to its satisfaction, an invoice of such amount prior to the date hereof.

(d)          Representations and Warranties. Each of the representations and warranties in Section 4 hereof shall be true and correct in all respects.

Section 4.  Representations and Warranties.  To induce the Administrative Agent and the Banks to enter into this Amendment, each Borrower hereby represents and warrants to the Administrative Agent and the Banks that:

(a)          the execution and delivery by such Borrower of this Amendment and all other instruments and documents to be delivered hereunder, the performance by such Borrower of this Amendment and the Credit Agreement, as amended hereby, and the transactions contemplated hereby and thereby, are within such Borrower’s corporate powers, have been duly authorized by all necessary corporate action, do not contravene (i) such Borrower’s certificate of incorporation or bylaws or (ii) any law, rule, regulation, order or judgment applicable to, or any contractual restriction binding on or affecting,

 

such Borrower, and do not result in or require the creation of any Lien, security interest or other charge or encumbrance upon or with respect to any of its properties;

 

(b)           no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by such Borrower of this Amendment or any other document or instrument to be delivered by such Borrower hereunder or for the performance by such Borrower of this Amendment or the Credit Agreement, as amended hereby;

(c)           each of this Amendment and the Credit Agreement, as amended hereby, is the legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) general principles of equity that restrict the availability of equitable remedies;

(d)           no event has occurred and is continuing, or would result from the execution, delivery or performance by such Borrower of this Amendment or the performance by such Borrower of the Credit Agreement, as amended hereby, that constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and

(e)           the representations and warranties of each Borrower as set forth in this Amendment and in any other Loan Document, as amended hereby, to which a Borrower is a party are true and correct on and as of the Effective Date as if made on and as of the Effective Date (other than Section 4.01(g) of the Credit Agreement and the last sentence of subsections (e)(i), (e)(ii) and (e)(iii) of Section 4.01, and further provided that the Regulatory Requirements shall be deemed to be included in Schedule 4.01(h) for purposes of subsection (h) thereof), except to the extent that such representations and warranties relate to a specific date, in which case such representations and warranties are true and correct as of such specific date.

Section 5.  Miscellaneous.

(a)           Confirmation of Loan Documents.  Except as expressly provided in this Amendment, each of the Borrowers hereby ratifies and confirms all of the terms and conditions of the Credit Agreement and the other Loan Documents to which it is a party and all documents, instruments and agreements related thereto, which remain in full force and effect. Each Borrower hereby reconfirms its obligations pursuant to the Credit Agreement to pay and reimburse the Administrative Agent, the LC Banks and the Banks for all costs and expenses (including without limitation, the fees and expenses of its counsel) incurred in connection with the negotiation, preparation, execution and delivery of this Amendment to the extent required by Section 8.04 of the Credit Agreement.  The Credit Agreement, together with this Amendment, shall be read and construed as a single agreement. At the Merger Effective Time, each reference in the Credit Agreement to “this Agreement”, “herein”, “hereof” and words of like import, and each reference in the Credit Agreement and the Loan Documents to the Credit Agreement shall mean the Credit Agreement as amended hereby.  This Amendment shall constitute a Loan Document.

 

(b)           Limitation of this Amendment.   The amendments set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written.  Except as expressly provided herein, this Amendment shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of the Credit Agreement or any other Loan Document, or (ii) operate as a waiver or otherwise prejudice any right, power or remedy that the Administrative Agent or Banks may now have or may have in the future under or in connection with the Credit Agreement or any other Loan Document, except as specifically set forth herein.

(c)            Captions. Section headings used herein are for convenience of reference only,

 

are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

 

(d)           Governing Law.  This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.

(e)           Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Receipt by facsimile or electronic transmission of any executed signature page to this Amendment shall constitute effective delivery of such signature page.

(f)            Successors and Assigns. This Amendment shall be binding upon and shall inure to the sole benefit of the Borrowers, the Administrative Agent and the Banks and their respective successors and assigns.

(g)           References.  Any reference to the Credit Agreement contained in any notice, request, certificate, or other document executed concurrently with or after the execution and delivery of this Amendment shall be deemed to include this Amendment unless the context shall otherwise require.

 

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the date first above written.

 

 

 

 

 

 

 

 

 

 

 

 

 

THE UNITED ILLUMINATING COMPANY
By:	/s/ Patricia C. Cosgel
Name: Patricia C. Cosgel
Title: Vice President and Treasurer
THE SOUTHERN CONNECTICUT GAS COMPANY
By:	/s/ Patricia C. Cosgel
Name: Patricia C. Cosgel
Title: Treasurer
CONNECTICUT NATURAL GAS CORPORATION
By:	/s/ Patricia C. Cosgel
Name: Patricia C. Cosgel
Title: Treasurer
THE BERKSHIRE GAS COMPANY
By:	/s/ Patricia C. Cosgel
Name: Patricia C. Cosgel
Title: Treasurer

 

(Signature Page to Amendment No. 1)

 

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