M&A - UNITIL CORP

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Form Type: 8-K

Filing Date: 2025-04-04

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525073493

Filing Summary: On March 31, 2025, Unitil Corporation entered into a Stock Purchase Agreement with Avangrid Enterprises, Inc. to acquire all outstanding shares of Maine Natural Gas Company for an aggregate purchase price of $86 million in cash, subject to certain adjustments. The Agreement includes customary representations, warranties, and covenants from both parties, with the Seller's representations surviving for 15 months post-closing. The closing of the acquisition is contingent upon receiving regulatory approval from the Maine Public Utilities Commission and other customary closing conditions. Unitil is obtaining debt financing from The Bank of Nova Scotia to fund the acquisition. The Company anticipates the transaction to close by the end of 2025.

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Additional details:

Purchase Price: 86.0 million


Financing Source: The Bank of Nova Scotia


Closing Condition: receipt of MPUC Order


Indemnification Terms: $10,000 claim threshold, $350,000 basket, $175,000 deductible, $12,130,000 cap


Termination Provisions: customary termination provisions for a transaction of this type


Form Type: 8-K

Filing Date: 2025-02-04

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525020122

Filing Summary: On January 31, 2025, Unitil Corporation completed its acquisition of Bangor Natural Gas Company, a Maine corporation, by purchasing all outstanding shares of capital stock from PHC Utilities for $70.9 million in cash, along with an approximate additional $0.3 million for working capital adjustments. This transaction was part of previously announced plans and was governed by a Stock Purchase Agreement. A Transition Services Agreement was also entered, where Hope Utilities and its affiliates will provide operational support to Bangor for a period of up to 12 months following the acquisition.

Document Link: View Document

Additional details:

Date Of Report: 2025-01-29


Amount Paid For Acquisition: 70.9 million


Additional Payment: 0.3 million


Acquisition Date: 2025-01-31


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