UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On November 9, 2023, Chesapeake Utilities Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC (the “Representatives”), as representatives of the underwriters listed on Schedule I thereto (the “Underwriters”). The Underwriting Agreement relates to an underwritten public offering by the Company of shares of its common stock (“Shares”) at a public offering price of $85.50 per Share (the “Offering”). Pursuant to the terms of the Underwriting Agreement, the Company agreed to sell 3,859,649 Shares to the Underwriters at a purchase price of $82.72125 per Share. The Company also granted the Underwriters a 30-day option to purchase up to an additional 578,947 Shares, which the Underwriters have exercised in full.
The net proceeds to the Company are estimated to be approximately $367.2 million, after deducting the underwriting discounts and commissions and before offering expenses.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also includes customary indemnification and contribution provisions.
The Offering was made pursuant to a registration statement on Form S-3 (Registration No. 333-274284), including the prospectus dated August 31, 2023, as supplemented by a preliminary prospectus supplement dated November 9, 2023, filed on November 9, 2023, and a final prospectus supplement dated November 9, 2023, filed on November 14, 2023. The Offering is expected to close on or about November 14, 2023, subject to the satisfaction of customary closing conditions.
A copy of the Underwriting Agreement is being filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Baker & Hostetler LLP, counsel to the Company, has issued an opinion to the Company, dated November 14, 2023, regarding the Shares to be issued by the Company in the Offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Numbers |
Description | |
| 1.1 | Underwriting Agreement, dated as of November 9, 2023, among the Company and the Underwriters | |
| 5.1 | Legal Opinion of Baker & Hostetler LLP | |
| 23.1 | Consent of Baker & Hostetler LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 | ||||||
| November 14, 2023 | By: | /s/ Beth W. Cooper | ||||
| Name: | Beth W. Cooper | |||||
| Title: | Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Corporate Secretary | |||||