Connecticut Water Service, Inc. (NASDAQ:CTWS) Files An 8-K Other EventsItem 8.01 Other Events.
As previously disclosed, the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March14, 2018, among SJW Group, Hydro Sub, Inc. and Connecticut Water Service, Inc. (the “Company”) provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, the Company is required to redeem all of the issued and outstanding shares of its cumulative Series A, $20 par value, voting preferred stock (the “Series A Preferred Stock”) and all of the issued and outstanding shares of its cumulative Series $0.90, $16 par value, non-voting preferred stock (the “Series $0.90 Preferred Stock” and, together with the Series A Preferred Stock, the “Preferred Stock”) as promptly as reasonably practicable after the date of the Merger Agreement.
On April 3, 2018, the Company notified the holders of the Preferred Stock that it will redeem all of the issued and outstanding shares of the Series A Preferred Stock (CUSIP: 207797309) and all of the issued and outstanding shares of the Series $0.90 Preferred Stock (CUSIP: 207797200) on May4, 2018 (the “Redemption Date”).
In accordance with the Amended and Restated Certificate of Incorporation of the Company, the Series A Preferred Stock will be redeemed on the Redemption Date for $21.00 per share, plus that portion of the quarterly dividend accrued thereon to the Redemption Date and all unpaid dividends thereon, if any (collectively, the “Series A Preferred Stock Redemption Price”), and the Series $0.90 Preferred Stock will be redeemed on the Redemption Date for $16.00 per share, plus that portion of the quarterly dividend accrued thereon to the Redemption Date and all unpaid dividends thereon (including, for the avoidance of doubt, the quarterly dividend of $0.225 per share of Series $0.90 Preferred Stock declared by the Board of Directors of the Company that is payable on May4, 2018) (collectively, the “Series $0.90 Preferred Stock Redemption Price” and, together with the Series A Preferred Stock Redemption Price, each a “Redemption Price”).
On and after the Redemption Date, the Preferred Stock shall be deemed to no longer be outstanding, dividends thereon shall cease to accrue and all rights with respect to the Preferred Stock will cease and terminate, except for the right of the holders thereof to receive the applicable Redemption Price for the shares of Preferred Stock so redeemed, but without interest, upon surrender of such shares.
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.