SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- 27739; 70-10161)
Order Authorizing Issuance and Sale of Shares of Common Stock
October 20, 2003
Unitil Corporation ("Unitil"), Hampton, New Hampshire, has filed with the Securities and Exchange Commission ("Commission") a declaration, as amended ("Declaration"), under sections 6(a) and 7 of the Public Utility Holding Company Act of 1935, as amended, ("Act"). The Commission issued a notice of the filing of the Declaration on September 5, 2003 (HCAR No. 27720).
Unitil requests authority to issue and sell for cash prior to January 31, 2004 up to 717,600 additional shares of its common stock, no par value ("Additional Common Stock"). Unitil has an authorized total of 8,000,000 shares of common stock, of which 4,753,630 shares were issued and outstanding as of June 30, 2003.
According to the Declaration, Unitil contemplates that the Additional Common Stock would be issued and sold to the public through underwriters, who would acquire the Additional Common Stock for their own accounts and may resell the shares of the Additional Common Stock in one or more transactions, including negotiated transactions, either at a fixed public offering price or at varying prices determined at the times of sale. The offering is expected to be effected in accordance with an underwriting agreement of a type generally standard in the industry and Unitil may grant the underwriters a "green shoe" option to purchase additional shares at the same price then offered solely for the purpose of covering over-allotments (provided that the total number of shares offered initially, together with the number of shares issued in accordance with any "green shoe" option would not exceed the number of shares authorized for issuance by any order granted under the Declaration). Unitil states that the aggregate amount of Additional Common Stock for which authorization is sought in the Declaration takes into account the permitted increase in the size of the offering that would be permitted under rule 462(b) of the Securities Act of 1933, as amended ("Securities Act"), through an automatically effective amendment to Unitil's registration statement. Unitil states that it is also possible that it would sell the Additional Common Stock through dealers or agents or directly to a limited number of purchasers or a single purchaser.
According to the Declaration, the aggregate price of the Additional Common Stock being sold through any underwriter or dealer would be calculated based on either the specified selling price to the public or the closing price of the common stock on the day the offering is announced. Public distributions may be in accordance with private negotiation with underwriters, dealers or agents as discussed above or effected through competitive bidding among underwriters. In addition, sales may be made through private placements or other non-public offerings to one or more persons. The sale of the shares of Additional Common Stock would be at rates or prices and under conditions negotiated or based upon, or otherwise determined by, competitive capital markets. The underwriting fees, commissions or other similar remuneration paid in connection with the issue, sale or distribution of the Additional Common Stock in accordance with the Declaration (not including any original issue discount) would not exceed 7% of the principal or total amount of the Additional Common Stock being issued.
Unitil states that it intends to use the net proceeds of the offering (after deduction of fees, commissions and expenses) (i) to make cash capital contributions to its subsidiaries, including, without limitation, its public utility subsidiaries, Fitchburg Gas and Electric Light Company ("Fitchburg") and Unitil Energy Systems, Inc. ("Unitil Energy"), in accordance with rule 45(a)(4) of the Act; (ii) to repay its outstanding short-term indebtedness; and (iii) for other general corporate purposes consistent with the requirements of the Act, including to meet working capital needs. Unitil Energy and Fitchburg are expected, in turn, to use any funds contributed by Unitil to repay outstanding short-term indebtedness incurred for additions, extensions and betterments to their respective property, plant and equipment and to finance future expenditures for additions, extensions and betterments to property, plant and equipment. Unitil represents that no proceeds from any offering authorized in any order of the Commission issued on the Declaration will be used (i) to acquire any exempt wholesale generators or foreign utility companies, as those terms are defined in sections 32 and 33 of the Act, respectively; or (ii) to acquire or form a new subsidiary unless that financing is consummated in accordance with an order of the Commission or an available exemption under the Act.
Applicants state the Additional Common Stock will not be issued under the authorization granted in this order unless all outstanding debt securities of Unitil that are rated are rated investment grade. For purposes of this condition, a debt security will be considered rated investment grade if it is rated investment grade by at least one nationally recognized statistical rating organization, as that term is used in paragraphs (c)(2)(vi)(E), (F) and (H) of Rule 15c3-1 under the 1934 Act.1
Unitil states that the proposed transactions may be subject to Rules 53 and 54 under the Act, and that (i) neither Unitil nor any of its subsidiaries presently has any interest in any EWG or FUCO; (ii) nor will any of them as a consequence of the proposed transactions; and (iii) none of the proceeds from the proposed transactions will be used to acquire any securities of, or any interest in, an EWG or FUCO. Consequently, all applicable requirements of rule 53(a)-(c) under the Act are satisfied as required by Rule 54 under the Act.
Fees and expenses in the estimated amount of $234,711 are expected to be incurred in connection with the proposed transactions. Unitil states that no state or federal commission other than this Commission has jurisdiction over the proposed transactions.
Due notice of the filing of the Declaration has been given in the manner prescribed in rule 23 under the Act, and no hearing has been requested of or ordered by the Commission. On the basis of the facts in the record, it is found that the applicable standards of the Act and rules under the Act are satisfied, and no adverse findings are necessary.
IT IS ORDERED, under the applicable provisions of the Act and the rules under the Act, that the Declaration is permitted to become effective immediately, subject to the terms and conditions prescribed in rule 24 under the Act.
For the Commission, by the Division of Investment Management, pursuant to delegated authority.
Margaret H. McFarland
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