THE EMPIRE DISTRICT ELECTRIC COMPANY (NYSE:EDE) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of
Assets
On January1, 2017 (the Closing Date), Liberty Utilities (Central)
Co. (Liberty Central) (an indirect subsidiary of Algonquin Power
Utilities Corp. (Algonquin)) completed its previously announced
acquisition of The Empire District Electric Company (Empire)
through a merger (the Merger) of Liberty Sub Corp. (Merger Sub),
a wholly owned direct subsidiary of Liberty Central, with and
into Empire to the Agreement and Plan of Merger, dated as of
February9, 2016, by and among Empire, Liberty Central, and Merger
Sub (the Merger Agreement). As a result of the Merger, Empire
became a direct, wholly owned subsidiary of Liberty Central
effective at approximately 12:01 a.m.Central Standard Time (the
Effective Time) on the Closing Date.
to the Merger Agreement, at the Effective Time:
each issued and outstanding share of Empire common stock (other
than any shares owned by Empire or Algonquin or any of their
respective subsidiaries or any shares for which appraisal rights
have been perfected) was canceled and converted automatically
into the right to receive $34.00 in cash, without interest (the
Merger Consideration);
each outstanding time-vested restricted stock award was canceled
and converted into the right to receive a lump-sum cash payment
equal to the product of (i)the Merger Consideration, without
interest, multiplied by (ii)the product of (1)the total number of
shares of Empires common stock underlying such time-vested
restricted stock award, multiplied by (2)the ratio equal to
(x)the number of months through the closing date of the Merger
(rounding a fraction of a month to the next higher number of
whole months) in the restricted period under such time-vested
restricted stock award, divided by (y)the total number of months
in the restricted period under such time-vested restricted stock
award;
each outstanding performance based restricted stock award was
canceled and converted into the right to receive a lump-sum cash
payment equal to the product of (i)the Merger Consideration,
without interest, multiplied by (ii)the total number of shares of
Empires common stock that would be earned for performance at
target over the performance period under such performance based
restricted stock award; and
each outstanding common stock unit granted under Empires director
stock unit plan was canceled and converted into the right to
receive an amount in cash equal to the Merger Consideration,
payment of which amount shall be made at the time elected or
provided to the terms and conditions of such director stock unit,
together with interest at the U.S. Prime Rate as quoted by the
Wall Street Journal from the Effective Time until the date of
payment of such amount.
In addition, effective as of the opening of trading on the New
York Stock Exchange (NYSE) on January3, 2017, the shares of
Empire common stock, which traded under the symbol EDE, were
suspended from trading on the NYSE. On January3, 2017, Empire
requested that the NYSE file with the Securities and Exchange
Commission an application on Form25 to delist the Empire common
stock from the NYSE and deregister the Empire common stock under
Section12(b)of the Securities Exchange Act of 1934, as amended.
The foregoing description of the Merger Agreement does not
purport to be complete and is subject to and qualified in its
entirety by reference to the full text of the Merger Agreement,
which is included as Exhibit2.1 to this Current Report on
Form8-K, and is incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure
to Satisfy a Continued Listing Ruleor Standard; Transfer of
Listing
The information under Item 2.01 is incorporated herein by
reference.
Item 3.03 Material Modification to
Rights of Security Holders
The information under Item 2.01 is incorporated herein by
reference.
Item 5.01 Changes in Control of
Registrant
As a result of the Merger, a change of control of Empire
occurred, causing Empire to become a direct wholly owned
subsidiary of Liberty Central. The information under Item2.01
is incorporated herein by reference.
Item 5.03 Amendments to Articles of
Incorporation or Bylaws, Change in Fiscal Year
At the Effective Time and to the Merger Agreement, (i)the
articles of incorporation of Merger Sub immediately prior to
the Effective Time became the articles of incorporation of
Empire, as the surviving corporation in the Merger, and (ii)the
bylaws of Merger Sub immediately prior to the Effective Time
became the bylaws of Empire, as the surviving corporation in
the Merger. Copies of the articles of incorporation and bylaws
of Empire after giving effect to the Merger are included as
Exhibit3.1 and Exhibit3.2, respectively, to this Current Report
on Form8-K and are incorporated by reference herein.
Item9.01 Financial Statements and
Exhibits.
(d)Exhibits.
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Exhibit No. |
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Description |
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2.1 |
Agreement and Plan of Merger, dated as of February9, |
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3.1 |
Amended and Restated Articles of Incorporation of The |
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3.2 |
Amended and Restated By-laws of The Empire District |
About THE EMPIRE DISTRICT ELECTRIC COMPANY (NYSE:EDE)
The Empire District Electric Company is a regulated utility company. The Company is engaged in the generation, purchase, transmission, distribution and sale of electricity. It provides services with in Missouri, Kansas, Oklahoma and Arkansas. The Company operates its businesses in three segments: electric, gas and other. As part of its electric segment, the Company provides water service to over three towns in Missouri. The Company through its subsidiary, The Empire District Gas Company (EDG), is engaged in the distribution of natural gas in Missouri. The Company’s other segment consists of fiber optics business. It supplies electric service at retail to approximately 120 incorporated communities and to various unincorporated areas, and at wholesale to over four municipally owned distribution systems. Its gas operations serve customers in northwest, north central and west central Missouri. It serves a group of customers, including residential, commercial and industrial customers. THE EMPIRE DISTRICT ELECTRIC COMPANY (NYSE:EDE) Recent Trading Information
THE EMPIRE DISTRICT ELECTRIC COMPANY (NYSE:EDE) closed its last trading session at 0.0000 with 542,933 shares trading hands.