Connecticut Water Service, Inc. (NASDAQ:CTWS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement
On September 28, 2017, The Connecticut Water Company, a Connecticut corporation (“Connecticut Water”), completed the issuance of $35,000,000 aggregate principal amount of its 3.53% unsecured Senior Notes due September 25, 2037 (the “Senior Notes”). Connecticut Water is the principal operating water utility subsidiary of Connecticut Water Service, Inc., a Connecticut corporation (the “Company”).
The Senior Notes were issued to the Note Purchase Agreement dated as of September 28, 2017 (the “Purchase Agreement”) between and among Connecticut Water, NYL Investors, LLC (“NY Life”), as agent, and the Purchasers listed in the Purchaser Schedule attached to the Purchase Agreement, in a private placement financing exempt from registration to Section 4(a)(2) of the Securities Act of 1933, as amended. The proceeds of the sale of the Senior Notes will be used by Connecticut Water to repay loans from the Company the proceeds of which were used for capital expenditure projects by Connecticut Water.
The Senior Notes bear interest at the rate of 3.53% per annum, payable semi-annually on March 27 and September 27 of each year commencing on March 27, 2018. The principal amount of the Senior Notes, if not previously paid, shall be due on September 25, 2037. The Senior Notes are callable in whole or in part, subject to a make-whole amount.
The Purchase Agreement contains provisions that provide for the acceleration of the Senior Notes upon the occurrence of an event of default (as defined in the Purchase Agreement).
The foregoing summary of the Senior Notes and the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement, a copy of which is filed herewith as Exhibit 4.1 and is hereby incorporated by reference herein.
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Item 1.01 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 is incorporated herein by reference in response to this Item 1.01.
Item 1.01Financial Statements and Exhibits
The following document is filed herewith as an exhibit hereto:
(d)Exhibits
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4.1 |
Note Purchase Agreement dated September 28, 2017 between and among The Connecticut Water Company, NYL Investors LLC, as agent, and the Purchasers listed therein, is filed herewith. |
* to Item 601(b)(2) of Regulation S-K, a copy of the Note Purchase Agreement’s disclosure schedules is not being filed as part of Exhibit 4.1 to this Current Report on Form 8-K. The Company will furnish to the Securities and Exchange Commission upon request a copy of such disclosure schedules.
EXHIBIT INDEX
CONNECTICUT WATER SERVICE INC / CT ExhibitEX-4.1 2 exhibit41-connecticutwater.htm NOTE PURCHASE AGREEMENT Exhibit EXECUTION VERSIONTHE CONNECTICUT WATER COMPANY $35,…To view the full exhibit click here
About Connecticut Water Service, Inc. (NASDAQ:CTWS)
Connecticut Water Service, Inc. is a non-operating holding company. The Company’s income is derived from the earnings of its subsidiary companies, including The Connecticut Water Company (Connecticut Water), The Maine Water Company (Maine Water), New England Water Utility Services, Inc. (NEWUS) and Chester Realty Company (Chester Realty). It operates through three segments: Water Operations, Real Estate Transactions, and Services and Rentals. The Water Operations segment consists of its regulated water activities to supply public drinking water to customers. The Real Estate Transactions segment involves the sale or donation for income tax benefits of its real estate holdings. The Services and Rentals segment provides contracted services to water and wastewater utilities and other clients, and also leases certain of the Company’s properties to third parties through unregulated companies in the State of Connecticut and through Maine Water in the State of Maine.
