MIDDLESEX WATER COMPANY (NASDAQ:MSEX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On November 19, 2019, Middlesex Water Company (the “Company”) entered into an Underwriting Agreement, dated as of November 19, 2019 (the “Underwriting Agreement”), with Robert W. Baird & Co. Incorporated and Janney Montgomery Scott LLC in connection with the issuance and sale of 661,157 shares of the Company’s common stock, no par value (the “Common Stock”) at a price to the public of $60.50 per share (the “Firm Shares”). We refer to Robert W. Baird & Co. Incorporated and Janney Montgomery Scott LLC, together with Boenning & Scattergood, Inc. as the “Underwriters.” to the terms of the Underwriting Agreement, the Company also granted the Underwriters an option to purchase, within a 30-day period, up to an additional 99,173 shares of Common Stock (the “Additional Shares”) on the same terms and conditions, which the Underwriters exercised in full on November 20, 2019 (the Firm Shares and the Additional Shares, together, the “Shares”). A copy of the Underwriting Agreement is attached as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference (and this description is qualified in its entirety by reference to such exhibit).
On November 22, 2019, the sale of the Shares was settled and the Shares were issued in accordance with the terms of the Underwriting Agreement. The Underwriting Agreement includes customary terms and covenants, representations and warranties, indemnities and limitations on liability in connection with the purchase and sale of the Shares.
The net proceeds from the sale of the Shares were approximately $43.8 million to the Company, after deducting the underwriters’ discounts, commissions and estimated offering expenses. The Company intends to use the net proceeds from the offering for general corporate purposes, including paying down short-term borrowings, completing acquisitions and funding initiatives.
Item 8.01. Other Events.
On November 22, 2019, the Company issued a press release announcing the closing of the public offering of the Shares described in Item 1.01 of this Current Report on Form 8-K. A copy of this press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 1.1 | Underwriting Agreement, dated as of November 19, 2019, by and among Middlesex Water Company, Robert W. Baird & Co. Incorporated and Janney Montgomery Scott LLC. |
| 5.1 | Opinion of Jay L. Kooper, Vice President, General Counsel and Secretary, Middlesex Water Company, Re: Legality of Securities Registered. |
| 99.1 | Middlesex Water Company Press Release dated November 22, 2019. |
MIDDLESEX WATER CO Exhibit
EX-1.01 2 ex1-1.htm EX-1.01 Exhibit 1.1 661,…
To view the full exhibit click here
About MIDDLESEX WATER COMPANY (NASDAQ:MSEX)
Middlesex Water Company is a water utility company. The Company has two segments: regulated and non-regulated. The regulated business includes collecting, treating and distributing water on a retail and wholesale basis to residential, commercial, industrial and fire protection customers in parts of New Jersey, Delaware and Pennsylvania. Its segment also includes regulated wastewater systems in New Jersey and Delaware. The non-regulated business includes non-regulated contract services for the operation and maintenance of municipal and private water and wastewater systems in New Jersey and Delaware. The Company owns and operates regulated water utility and wastewater systems in New Jersey, Delaware and Pennsylvania. The Company also operates water and wastewater systems under contract on behalf of municipal and private clients in New Jersey and Delaware. Its subsidiaries include Tidewater Utilities, Inc. (Tidewater) and Tidewater Environmental Services, Inc. (TESI).
