UNITED STATES
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
Date of Report (Date of Earliest Event Reported): | April 1, 2015 |
Chesapeake Utilities Corporation
__________________________________________
(Exact name of registrant as specified in its charter)
Delaware | 001-11590 | 51-0064146 |
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
909 Silver Lake Boulevard, Dover, Delaware | 19904 | |
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
Registrants telephone number, including area code: | 302.734.6799 |
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets.
On April 1, 2015, Chesapeake Utilities Corporation, a Delaware corporation ("Chesapeake") announced completion of its previously announced merger with Gatherco, Inc. ("Gatherco"), effective April 1, 2015. Pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of January 30, 2015 (the "Merger Agreement"), by and among Chesapeake, its wholly owned subsidiary, Aspire Energy of Ohio, LLC, a Delaware limited liability company ("Merger Sub") and Gatherco, an Ohio corporation, Gatherco merged with and into Merger Sub, with Merger Sub continuing as the surviving entity under the name "Aspire Energy of Ohio, LLC." The Merger Agreement and the transactions contemplated thereby were approved by the Gatherco Board of Directors and by Chesapeake’s Merger and Acquisition Committee. The stockholders of Gatherco approved the Merger Agreement and the transactions contemplated thereby, including the Merger, at Gatherco’s special meeting of the stockholders held on March 20, 2015. Approval of the Merger by Chesapeake’s stockholders was not required. Subject to the terms and conditions of the Merger Agreement, at the effective time and as a result of the Merger, each share of Gatherco’s common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 34.5212 shares of Chesapeake’s stock (together with associated rights under Chesapeake Utilities’ stockholder rights plan) for a total of approximately 592,970 shares of Chesapeake common stock issued to former Gatherco stockholders in connection with the Merger. No fractional shares of Chesapeake common stock were issued in connection with the Merger, and holders of Gatherco are entitled to receive cash in lieu of fractional shares. Under the terms of the Merger Agreement, stockholders of Gatherco also received a cash payment equal to $734.72 for each share of Gatherco’s common stock issued and outstanding immediately prior to the effective time of the Merger. Certain Gatherco transaction expenses in connection with the Merger, including fees and expenses of Gatherco’s legal and financial advisors, the fees of the paying agent, and amounts retained in escrow pending release in accordance with the Merger Agreement, were deducted prior to the cash consideration being paid to Gatherco stockholders. In exchange for the cancellation of all outstanding Gatherco in-the-money stock options, $7,669,769.20 in cash was paid to option holders on a pro rata basis. Chesapeake assumed $1.7 million of Gatherco’s debt effective April 1, 2015.
This issuance of Chesapeake’s common stock in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to Chesapeake’s registration statement on Form S-4 (File No. 333-201992) initially filed by Chesapeake with the Securities and Exchange Commission on February 9, 2015 and declared effective on February 27, 2015. Chesapeake’s Form S-4 registration statement, including the proxy statement/prospectus included therein, contains additional information about the Merger and the related transactions.
Item 7.01 Regulation FD Disclosure.
On April 1, 2015, Chesapeake issued a press release announcing the completion of the Merger. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 and Exhibit 99.1 to this report shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any filings made by Chesapeake under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as may be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit 99.1 — Press Release of Chesapeake Utilities Corporation, dated April 1, 2015.
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.
Chesapeake Utilities Corporation | ||||
April 3, 2015 | By: |
Beth W. Cooper
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Name: Beth W. Cooper | ||||
Title: Senior Vice President and Chief Financial Officer |
Exhibit Index
Exhibit No. | Description | |
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99.1
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(d) Exhibit 99.1 — Press Release of Chesapeake Utilities Corporation, dated April 1, 2015. |
FOR IMMEDIATE RELEASE
APRIL 1, 2015
CHESAPEAKE UTILITIES CORPORATION
COMPLETES MERGER WITH GATHERCO, INC.
Dover, Delaware Chesapeake Utilities Corporation (NYSE: CPK) (Chesapeake Utilities or Company) today announced completion of the merger of Gatherco, Inc. (Gatherco) into Aspire Energy of Ohio, LLC (Aspire Energy), Chesapeake Utilities newest wholly-owned subsidiary. The transaction had an aggregate value of approximately $59.2 million.
Gatherco, located in Orrville, Ohio, was established in 1997 when it acquired Columbia Gas Transmissions natural gas gathering assets in Ohio. Gatherco has operations in 40 counties throughout the state. Gathercos assets include 16 gathering systems and over 2,000 miles of pipelines and right-of-way in central and eastern Ohio.
With the merger now completed, Aspire Energy will use these assets to provide natural gas midstream services, processing and transportation services to over 300 producers, and wholesale natural gas supply to over 30,000 end users in Ohio. Aspire Energy will report to Elaine B. Bittner, Chesapeake Utilities Senior Vice President of Strategic Development. This transaction is a direct result of investments that we began making in 2013 to implement our Companys strategic growth plan. In addition, this is our first significant non-regulated natural gas value chain initiative executed by a cross-section of our employees to actualize strategic objectives in that growth plan, Ms. Bittner said.
Michael P. McMasters, President and Chief Executive Officer of Chesapeake Utilities, remarked, We are pleased with how efficiently the merger was completed. It is a great strategic win for the management and customers of both companies and is projected to generate accretive earnings in the first full year of operation following the merger. In addition, we believe that there are significant growth opportunities to add both production and distribution customers in and around the existing system. Gathercos valuable rights of way could also present additional opportunities for growth.
Tony Kovacevich, President of Gatherco, added, Our employees are happy to be joining the Chesapeake Utilities family of companies and look forward to having the resources to capitalize on our growth opportunities. As Aspire Energy, we will continue to provide our customers with the high-quality service they are accustomed to receiving, and we welcome the values and service tradition that Chesapeake Utilities now brings to Ohio.
The definitive merger agreement was announced on February 2, 2015 and was approved by Gatherco shareholders on March 20, 2015.
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About Chesapeake Utilities Corporation
Chesapeake Utilities Corporation is a diversified energy company engaged in natural gas
distribution, transmission and marketing, electricity distribution, propane distribution and
wholesale marketing, and other related services. In total, Chesapeake Utilities currently serves
approximately 226,000 customers with natural gas, electricity or propane gas. The Company employs
approximately 800 people and posted $36.1 million in net income for the 12 months ended December
31, 2014. Information about the Company and its family of businesses is available at
www.chpk.com.
# # #
Forward-Looking Statements
This document includes statements that do not directly or exclusively relate to historical facts.
Such statements are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements include statements regarding benefits of the Merger,
anticipated future financial operating performance and results, including estimates of growth and
expectation that earnings will be accretive in the first full year of operation following the
Merger. These statements are based on the current expectations of Chesapeake Utilities management.
There are a number of risks and uncertainties that could cause actual results to differ materially
from the forward-looking statements included in this document. These risks and uncertainties
include the following: problems may arise in successfully integrating Gathercos business; the
Merger may involve unexpected costs or unexpected liabilities, or the tax treatment of or
accounting for the Merger may be different from the companies expectations; Gathercos business
may suffer as a result of uncertainty surrounding the transaction; the natural gas industry may be
subject to future regulatory or legislative actions that could adversely affect the combined
Company; and the combined Company may be adversely affected by other economic, business, and/or
competitive factors post-transaction. Additional factors that may affect the future results of
Chesapeake Utilities are set forth in its respective filings with the SEC, which are available at
CPK SEC Filings. Chesapeake Utilities undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information, future events or
otherwise.
For more information, contact:
Chesapeake Utilities Corporation
Business Contact:
Elaine Bittner
Senior Vice President of Strategic Development
302.734.6799
ebittner@chpk.com
Investor Relations Contact:
Beth Cooper
Senior Vice President & Chief Financial Officer
302.734.6799
bcooper@chpk.com
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