Attached files
file | filename |
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EX-5.1 - EX-5.1 - UIL HOLDINGS CORP | y04036exv5w1.htm |
EX-4.2 - EX-4.2 - UIL HOLDINGS CORP | y04036exv4w2.htm |
EX-4.3 - EX-4.3 - UIL HOLDINGS CORP | y04036exv4w3.htm |
EX-4.1 - EX-4.1 - UIL HOLDINGS CORP | y04036exv4w1.htm |
EX-1.1 - EX-1.1 - UIL HOLDINGS CORP | y04036exv1w1.htm |
EX-99.1 - EX-99.1 - UIL HOLDINGS CORP | y04036exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 4, 2010
(Exact name of registrant as specified in its charter)
Connecticut | 1-15052 | 06-1541045 | ||
(State or other jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||
157 Church Street, New Haven, Connecticut | 06506 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants Telephone Number, Including Area Code (203) 499-2000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure
On October 5, 2010, UIL Holdings Corporation (the Registrant) issued a press release announcing
that it had sold $450 million aggregate principal amount of 4.625% Notes due 2020 (the Notes). A
copy of the press release is attached hereto as Exhibit 99.1.
The Registrant is furnishing the information in this Item 7.01 and in Exhibit 99.1 to comply with
Regulation FD. Such information, including Exhibit 99.1, shall not be deemed filed for any
purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the liabilities of that Section. The
information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by
reference into any filing under the Securities Act of 1933 as amended, or the Exchange Act,
regardless of any general incorporation language in such filings.
Item 8.01 Other Events
On October 4, 2010, the Registrant entered into an underwriting agreement (the Underwriting
Agreement) with Morgan Stanley & Co. Incorporated, J.P. Morgan Securities LLC and Banc of America
Securities LLC in connection with the sale by the Registrant of the Notes. The closing of the
offering occurred on October 7, 2010. The Notes were issued pursuant to a Senior Indenture dated
as of October 7, 2010 (the Indenture), as supplemented by a First Supplemental Indenture thereto
dated as of October 7, 2010 (the Supplemental Indenture), in each case between the Registrant and
The Bank of New York Mellon, as trustee.
The Notes were issued in an underwritten public offering pursuant to the Registrants Registration
Statement on Form S-3 (Registration No. 333-157854), filed with the Securities and Exchange
Commission on March 11, 2009 (the Registration Statement), and the related prospectus dated March
11, 2009 and prospectus supplement dated October 4, 2010.
The above description of the Underwriting Agreement, the Notes, the Indenture and the Supplemental
Indenture is qualified in its entirety by reference to the full text of the Underwriting Agreement,
the form of Note, the Indenture and the Supplemental Indenture. The Underwriting Agreement, the
form of Note, the Indenture and the Supplemental Indenture are attached as exhibits hereto.
Item 9.01 Financial Statements and Exhibits
(d)
|
Exhibits: The following exhibits are filed, or in the case of Exhibit 99.1 furnished, as part of this report: | |
Exhibit Description | ||
1.1
|
Underwriting Agreement, dated October 4, 2010 between UIL Holdings Corporation and Morgan Stanley & Co. Incorporated, J.P. Morgan Securities LLC and Banc of America Securities LLC as representatives of the several underwriters | |
4.1
|
Senior Indenture dated as of October 7, 2010 between UIL Holdings Corporation and The Bank of New York Mellon, as trustee |
4.2
|
First Supplemental Indenture dated as of October 7, 2010 between UIL Holdings Corporation and The Bank of New York Mellon, as trustee | |
4.3
|
Form of Note | |
5.1
|
Opinion of Wiggin and Dana LLP, acting as counsel to UIL Holdings Corporation, with respect to the legality of the Notes | |
23.1
|
Consent of Wiggin and Dana LLP, acting as counsel to UIL Holdings Corporation (included in Exhibit 5.1 hereto) | |
99.1
|
Press release issued by UIL Holdings Corporation on October 5, 2010 |
Information Regarding Forward-Looking Statements
Certain statements contained herein and in the exhibits filed or furnished herewith, regarding
matters that are not historical facts, are forward-looking statements (as defined in the Private
Securities Litigation Reform Act of 1995). These include statements regarding managements
intentions, plans, beliefs, expectations or forecasts for the future including, without limitation,
the Registrants expectations with respect to the benefits, costs and other anticipated financial
impacts of the proposed gas company acquisition transaction; future financial and operating results
of the Registrant; the Registrants plans, objectives, expectations and intentions with respect to
future operations and services; approval of the proposed transaction by governmental regulatory
authorities; the availability of financing; the satisfaction of the closing conditions to the
proposed transaction; and the timing of the completion of the proposed transaction. Such
forward-looking statements are based on the Registrants expectations and involve risks and
uncertainties; consequently, actual results may differ materially from those expressed or implied
in the statements. Such risks and uncertainties include, but are not limited to, general economic
conditions, legislative and regulatory changes, changes in demand for electricity and other
products and services, changes in financial markets, unanticipated weather conditions, changes in
accounting principles, policies or guidelines, and other economic, competitive, governmental, and
technological factors affecting the operations, timing, markets, products, services and prices of
the Registrants subsidiaries. Examples of such risks and uncertainties specific to the transaction
include, but are not limited to: the possibility that the proposed transaction is delayed or does
not close, including due to the failure to receive required regulatory approvals, the taking of
governmental action (including the passage of legislation) to block the transaction, or the failure
of other closing conditions; and the possibility that the expected benefits will not be realized,
or will not be realized within the expected time period. The foregoing and other factors are
discussed and should be reviewed in the Registrants most recent Annual Report on Form 10-K and
other subsequent filings with the Securities and Exchange Commission. Forward-looking statements
included herein speak only as of the date hereof and the Registrant undertakes no obligation to
revise or update such statements to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events or circumstances.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
UIL HOLDINGS CORPORATION Registrant |
||||
Date: October 7, 2010 | By | /s/ Richard J. Nicholas | ||
Richard J. Nicholas | ||||
Executive Vice President and Chief Financial Officer |
Exhibit Index
Exhibit | Description | |
1.1
|
Underwriting Agreement, dated October 4, 2010 between UIL Holdings Corporation and Morgan Stanley & Co. Incorporated, J.P. Morgan Securities LLC and Banc of America Securities LLC as representatives of the several underwriters | |
4.1
|
Senior Indenture dated as of October 7, 2010 between UIL Holdings Corporation and The Bank of New York Mellon, as trustee | |
4.2
|
First Supplemental Indenture dated as of October 7, 2010 between UIL Holdings Corporation and The Bank of New York Mellon, as trustee | |
4.3
|
Form of Note | |
5.1
|
Opinion of Wiggin and Dana LLP, acting as counsel to UIL Holdings Corporation, with respect to the legality of the Notes | |
23.1
|
Consent of Wiggin and Dana LLP, acting as counsel to UIL Holdings Corporation (included in Exhibit 5.1 hereto) | |
99.1
|
Press release issued by UIL Holdings Corporation on October 5, 2010 |