BOSTON, March 22, 2019 /PRNewswire/ -- Colonial Gas Company (the "Issuer") announced today that it has extended the expiration date of its previously announced 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") from 5:00 p.m., New York City time, on March 21, 2019 to 5:00 p.m., New York City time, on March 26, 2019 (the "Revised Expiration Date").
The Issuer also announced today that it has modified certain terms of the proposed amendments to the indenture governing the Bonds (the "Indenture"), as set forth in the Consent Solicitation Statement dated March 13, 2019, to (i) amend, rather than delete, the "Dividend restrictions" covenant and (ii) retain, rather than delete, in its entirety the "Debt restrictions" covenant set forth in the Indenture.
The terms and conditions of the Consent Solicitation are described in more detail in the Amended and Restated Consent Solicitation Statement dated March 22, 2019 and the accompanying Consent Letter (together, the "Solicitation Documents").
Holders who have previously delivered consents need not take any further action in order to receive the Consent Fee (as defined in the Solicitation Documents) if the Consent Solicitation is successful. For the avoidance of doubt, holders may revoke their consents at any time prior to the Revised Expiration Date.
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