BOSTON, March 13, 2019 /PRNewswire/ -- Colonial Gas Company (the "Issuer"), announced today that it has commenced a consent solicitation (the "Consent Solicitation") relating to its (i) 8.80% First Mortgage Bonds Series CH due 2022 (the "8.80% Bonds"), (ii) 7.38% First Mortgage Bonds Series A-1 due 2025 (the "7.38% Bonds"), (iii) 6.90% First Mortgage Bonds Series A-2 due 2025 (the "6.90% Bonds"), (iv) 6.94% First Mortgage Bonds Series A-3 due 2026 (the "6.94% Bonds") and (v) 7.12% First Mortgage Bonds Series B-1 due 2028 (the "7.12% Bonds" and together with the 8.80% Bonds, the 7.38% Bonds, the 6.90% Bonds and the 6.94% Bonds, the "Bonds"). The Issuer is soliciting the consents from holders of Bonds as of the record date of 5:00 p.m., New York City time, on March 12, 2019 (the "Record Date") as set forth in the solicitation documents (the "Solicitation Documents") with respect to certain amendments (the "Proposed Amendments") to the indenture governing the Bonds (the "Indenture").
Holders of Bonds will be entitled to receive the consent fee of $2.50 per $1,000 principal amount of Bonds (the "Consent Fee") with respect to their Bonds only if they validly deliver their consent pursuant to the procedures set forth in the Solicitation Documents on or prior to 5:00 p.m., New York City time, on March 21, 2019 (the "Expiration Date") and do not revoke such consent. Payment of the Consent Fee is subject to the receipt and acceptance of the Requisite Consents (as defined below) by the Issuer. Holders who deliver their consents after the Expiration Date will not receive the Consent Fee.
The purposes of the Proposed Amendments are to, among other things, (i) limit the assets covered by the lien of the Indenture to the legacy assets of the Issuer prior to the Merger, and any repairs, renewals, or replacements to such assets, (ii) limit certain other covenants in the Indenture to this same scope of assets, (iii) revise certain financial covenants therein and (iv) add a governing law provision to the Indenture.
The Issuer will request, assuming the Requisite Consents are obtained, authorization from the Commonwealth of Massachusetts Department of Public Utilities (the "DPU") to complete a legal merger of Boston Gas Company ("Boston Gas") and the Issuer (the "Merger"). If the Merger is approved, it is expected that the Issuer will merge with and into Boston Gas, and Boston Gas will be the surviving entity in accordance with Massachusetts law. As a result of the Merger, and by operation of the law, the facilities, properties and other rights, assets, franchises and liabilities of both companies will vest in Boston Gas. The Issuer will cease to exist, and Boston Gas will be the sole surviving corporate entity. The Merger does not require holder consent.
Holders (as of the Record Date) must deliver (and not revoke) valid Consents (i) in respect of not less than 662/3% in principal amount of the outstanding Bonds for the Proposed Amendments to be implemented in respect of all of the Bonds, or (ii) alternatively, in respect of not less than 662/3% in principal amount of the outstanding Bonds of a series for the Proposed Amendments to be implemented in respect of such series (the "Requisite Consents"). If the Issuer accepts such Requisite Consents, a supplemental indenture to the Indenture containing the Proposed Amendments (the "Supplemental Indenture") will be executed. However, the Proposed Amendments shall only become effective if and when the Merger receives regulatory approval from the DPU and the Merger is consummated (the date of such consummation, which shall be no later than 30 days after the articles of merger relating to the Merger are filed with the Secretary of the Commonwealth of Massachusetts, the "Merger Date"). Should the Merger not be consummated, the Proposed Amendments shall not become effective. Payment of the Consent Fee is not contingent upon consummation of the Merger, effectiveness of the Proposed Amendments or execution of the Supplemental Indenture and shall be made promptly following the Expiration Date to each Holder who has delivered (and not revoked) a valid consent, on or before the Expiration Date, subject to the conditions set forth in the Solicitation Documents.
Goldman Sachs & Co. LLC is acting as the solicitation agent and D.F. King & Co., Inc. ("D.F. King") is acting as the information agent and tabulation agent in connection with the Consent Solicitation. Additional information concerning the terms of the Consent Solicitation and copies of the Solicitation Documents may be obtained from D.F. King by holders (as of the Record Date) of the Bonds. Goldman Sachs & Co. LLC may be contacted at (212) 902-6941 (collect) or (800) 828-3182 (toll free). D.F. King may be contacted at (212) 269-5550 (banks and brokers), (800) 884-5101 (toll free) or email at [email protected].
This press release shall not constitute a solicitation of consents with respect to the Bonds. The Consent Solicitation may only be made in accordance with and subject to the terms and conditions specified in the Solicitation Documents, which more fully set forth the terms and conditions of the Consent Solicitation.
Cautionary Note Regarding Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected timing of the completion of the Consent Solicitation and the Issuer's intention and ability to consummate the Merger and its expected terms, conditions and component transactions. These forward-looking statements also relate to the Issuer's future prospects, developments, and business strategies. These forward-looking statements may be identified by terminology such as "may," "will," "could," "should," "expect," "anticipate," "believe," "estimate," "predict," "project," "forecast," "continue," "intend," "plan," and similar terms or phrases, or the negative of such terminology, including references to assumptions. However, these terms are not the exclusive means of identifying such statements.
These forward-looking statements are based on the Issuer's expectations and beliefs concerning future events affecting the Issuer and are subject to uncertainties and other important factors relating to its operations and business environment, all of which are difficult to predict and many of which are beyond the Issuer's control. Actual results, activities and events may differ materially from those matters expressed or implied by such forward-looking statements. Although the Issuer believes that its plans, intentions and expectations reflected in, or suggested by, such forward-looking statements are reasonable, they can give no assurances that any of the events anticipated by these forward-looking statements will occur or, if any of them do, what impact they will have on their results of operations and financial condition.
The following important factors could affect the Issuer's intention or ability to consummate the Merger, the Issuer's future performance and the liquidity and value of the Issuer's securities and cause its actual results to differ materially from those expressed or implied by forward-looking statements made by the Issuer or on its behalf:
- the Issuer may not obtain regulatory approval for the Merger or the regulator may approve the Merger, subject to certain conditions;
- the Issuer's Board of Directors may choose to postpone or abandon the Merger at any time prior to completion;
- an action or any other decree, order, or injunction preventing the completion of the Merger;
- unanticipated legal or other obstacles to the proposed Merger;
- changes in laws and regulations (or their enforcement or interpretation) affecting the Issuer's business, financial position and results of operations;
- the Issuer's ability to recover costs associated with the operation of its business and the approval of new rate plans;
- the Issuer's ability to comply with environmental, health and safety laws and regulations and risks relating to liabilities thereunder;
- changes in commodity prices and the Issuer's ability to pass through any commodity price increases;
- risks related to the operation and maintenance of the Issuer's distribution systems;
- risks related to major network failures or interruptions;
- the Issuer's reputation as a supplier of energy;
- the Issuer's performance against certain regulatory targets;
- regulatory restrictions and indebtedness covenants that limit the Issuer's ability to finance its future capital needs and limit its operating flexibility;
- the Issuer's ability to access the capital markets;
- disruption of the Issuer's operations due to work stoppage or strikes;
- funding and maintaining post-retirement benefits and other pension benefits for the Issuer's employees; and
- seasonality of demand and weather variations affecting customer energy usage.
You are cautioned not to place undue reliance on forward-looking statements contained in this document, which speak only as of the date of this Press Release. The Issuer does not undertake any obligation to update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise.
This press release does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any of the securities described or otherwise referred to in this press release.
This press release does not constitute an offer of securities to the public in the United Kingdom or any other jurisdiction. Consequently, this press release is directed only at persons to whom it may lawfully be communicated (all such persons being referred to as "Relevant Persons") including, without limitation, under U.K. Financial Services and Markets Act 2000 (Financial Promotion) order 2005 (as amended). Any investment activity to which this communication relates will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this press release or any of its contents.
SOURCE Colonial Gas Company