STOCK TITAN
  1. Home
  2. Sec-filings
  3. CPK
  4. [8-K] CHESAPEAKE UTILITIES CORP Reports Material Event

Chesapeake, NextEra in $1.2B Florida gas JV

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Chesapeake Utilities Corporation (CPK) has formed a joint venture for its Florida Energy Pathway intrastate natural gas transmission project and sold a minority interest to an indirect subsidiary of NextEra Energy Resources. Peninsula Pipeline Holdings, an indirect Chesapeake subsidiary, will own 51% of Florida Energy Pathway, LLC, while FEP Pipeline Holdings (NEER) will own 49% under an Amended and Restated LLC Agreement effective September 1, 2026.

The project is anticipated to be a 24-inch intrastate pipeline spanning from Palm Beach County to Miami-Dade County, with total project investment estimated at approximately $1.2 billion, subject to final design and development. Chesapeake and NextEra Energy Capital Holdings have each provided guaranties securing their capital contribution obligations, initially sized at about $109 million for Chesapeake and $105 million for NextEra Energy Capital.

Peninsula Pipeline Company, Inc. is engaged under a Construction, Operation and Management Agreement to construct, manage and operate the project for an annual fee payable monthly within approved budgets. Construction is expected to begin in the first half of 2028, with the project anticipated to be in service in 2030, subject to final commissioning.

Positive

  • Strategic joint venture with NextEra Energy Resources brings in a 49% partner for the Florida Energy Pathway project, sharing risk and capital needs on an estimated $1.2 billion regulated infrastructure investment while allowing Chesapeake to retain 51% ownership and operational control through its subsidiaries.

Negative

  • Significant capital commitment and guarantees are involved, including an initial Chesapeake guaranty of about $109 million to secure capital contributions for the joint venture, alongside obligations to fund capital calls and potential remedies if a member defaults.

Filing Explained

Chesapeake remains majority owner, but the joint venture creates shared funding obligations and a default mechanism that can alter ownership.

The Florida Energy Pathway joint venture agreement became effective on September 1, 2026: Chesapeake retains a 51% interest and NextEra Energy Resources holds 49%. Before the project enters service, the two members' representatives must approve management-committee matters, making Chesapeake's majority position a shared-governance arrangement rather than sole control.

Project funding may use capital contributions, member loans, or both, generally in proportion to the members' sharing ratios. Capital calls must state the amount, each member's allocation, intended use and payment terms; members generally have at least 30 days to fund them. If one member does not fund, the other may cover the shortfall and receive priority distributions or elect a permanent contribution that dilutes the non-funding member's interest.

Peninsula Pipeline Company will construct, manage and operate the project under the COM Agreement as an independent contractor, receiving annual fees paid monthly under approved budgets. Later operating and capital budgets are to be prepared annually for the venture's approval, providing the principal mechanism for updating projected spending.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Membership Interest - Peninsula 51% Membership Interest Peninsula’s ownership stake in Florida Energy Pathway, LLC
Membership Interest - NEER 49% Membership Interest NEER’s minority stake in Florida Energy Pathway, LLC
Total Project Investment approximately $1.2 billion Estimated total investment for the Florida Energy Pathway project
Chesapeake Guaranty Amount approximately $109 million Initial amount of Chesapeake’s Guaranty securing capital contributions
NextEra Energy Capital Guaranty Amount approximately $105 million Initial amount of NextEra Energy Capital’s Guaranty securing capital contributions
Minimum Performance Assurance Pool $50 million Each member’s performance assurance not less than its share of $50 million
Pipeline Diameter 24-inch Anticipated size of the intrastate natural gas pipeline
Target In-Service Year 2030 Anticipated in-service year for the Florida Energy Pathway project
Management Committee financial
"The Company will be managed by its Members who act collectively through a Management Committee"
Capital Contributions financial
"Capital Contributions and Member Loans generally are required to be funded by the Members"
Member Loans financial
"funding requirements are to be funded through Capital Contributions, Member Loans or a combination"
Guaranty financial
"have executed a certain Guaranty in favor of the Company to secure the Members’ obligations"
A guaranty is a legal promise by one party (the guarantor) to pay or perform if another party fails to meet its debt or contractual obligation — like a co-signer who steps in when the borrower can’t pay. For investors, a guaranty lowers the chance that a bond, loan or contract will go unpaid, can improve credit assessments and borrowing terms, and gives a clearer sense of how secure expected returns are if the primary obligor runs into trouble.
Emergency Expenses financial
"take actions or cause the Company to take actions to address, avoid, avert, or mitigate Emergency Conditions and to incur and pay Emergency Expenses"
Available Cash financial
"Distributions of Available Cash and allocations of income, gain, loss, deduction and credit"

FAQ

What joint venture did CPK announce for the Florida Energy Pathway project?
Chesapeake Utilities, through Peninsula Pipeline Holdings, formed a joint venture in Florida Energy Pathway, LLC, retaining 51% ownership while FEP Pipeline Holdings, an indirect NextEra Energy Resources subsidiary, acquired a 49% minority interest under an Amended and Restated LLC Agreement effective September 1, 2026.

How large is the Florida Energy Pathway project described by CPK?
The Florida Energy Pathway project is anticipated to be a 24-inch intrastate natural gas pipeline from Palm Beach County to Miami-Dade County, with total project investment estimated at approximately $1.2 billion, pending finalization of design and development activities.

What ownership and governance structure does CPK have in the new joint venture?
Peninsula will hold a 51% Membership Interest and NEER 49%. A two-member Management Committee, one representative from each member, manages the company, with certain decisions after the in-service date requiring approval by members holding at least 67% of the Sharing Ratios.

What financial assurances has CPK provided for the Florida Energy Pathway joint venture?
Chesapeake and NextEra Energy Capital each executed a Guaranty securing their capital contribution obligations, with initial amounts of about $109 million for Chesapeake and $105 million for NextEra Energy Capital, and each member’s performance assurance not less than its share of $50 million.

When is CPK’s Florida Energy Pathway project expected to start construction and enter service?
Construction of the Florida Energy Pathway project is expected to begin in the first half of 2028, and the project is anticipated to be in service in 2030, subject to final commissioning, according to Chesapeake Utilities’ announcement.

What role will Chesapeake Utilities’ subsidiary play in operating the Florida Energy Pathway project?
Peninsula Pipeline Company, Inc. is engaged as the Operator under a Construction, Operation and Management Agreement, responsible for constructing, managing and operating the project for an annual fee payable monthly in accordance with approved budgets.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
NYSE false 0000019745 0000019745 2026-08-28 2026-08-28
 
 

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): August 28, 2026

 

 

CHESAPEAKE UTILITIES CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-11590   51-0064146

(State or other jurisdiction of

incorporation or organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

500 Energy Lane, Dover, DE 19901

(Address of principal executive offices, including Zip Code)

(302) 734-6799

(Registrant’s Telephone Number, including Area Code)

 

(Former name, former address and former fiscal year, if changed since last report.)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Stock - par value per share $0.4867   CPK   New York Stock Exchange, Inc.

 

 

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 (see General Instruction A.2. below):

 

☐

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 
 

Item 1.01.

Entry into a Material Definitive Agreement.

Project Joint Venture – Entry into Amended and Restated Limited Liability Company Agreement

As previously disclosed, in July 2026, Chesapeake Utilities Corporation (“Chesapeake”) announced the Florida Energy Pathway project (the “Project”), an intrastate natural gas transmission infrastructure project designed to support South Florida’s growing energy needs to be undertaken by its wholly owned subsidiary, Peninsula Pipeline Company, Inc. (“PPC”). As indicated in its previous disclosure, Chesapeake stated that it was evaluating options for financing the Project, including the potential participation of one or more third parties that may own up to 49% of the Project.

On September 1, 2026, Chesapeake, through its indirect subsidiary Peninsula Pipeline Holdings, LLC (“Peninsula”) today announced it sold a minority interest in the Project to FEP Pipeline Holdings, LLC (“NEER”), an indirect subsidiary of NextEra Energy Resources, Inc. NEER acquired a 49% Membership Interest in the joint venture entity that owns the Project, Florida Energy Pathway, LLC (the “Company”), while Peninsula will retain a 51% Membership Interest. The governance, management, and operation of the Company, and the rights and obligations of the Members with respect thereto, are subject to the terms and conditions of the Amended and Restated Limited Liability Company Agreement of the Company, dated August 28, 2026, and effective as of September 1, 2026 executed by Peninsula and NEER (the “LLC Agreement”). Capitalized terms used but not defined herein shall have their respective meanings as set forth in the LLC Agreement.

The Company will be managed by its Members who act collectively through a Management Committee operating as a “committee of the whole.” Unless otherwise specified in the LLC Agreement, the decisions and actions taken by the Management Committee constitute the decisions and actions of the Company. The Management Committee is comprised of two Representatives, one from each of Peninsula and NEER. Matters to be approved by the Management Committee require the approval of (i) the Peninsula and NEER Representatives before the Project’s In-Service Date, and (ii) Members holding among them at least 67% of the Sharing Ratios (51% for Peninsula and 49% for NEER), exclusive of the Sharing Ratios of any Defaulted Members, after the Project’s In-Service Date. The Management Committee may appoint one or more officers and delegate such authority and duties as the Management Committee may determine.

Pursuant to the LLC Agreement, Peninsula will have the power and authority, but not the obligation, to take the following actions on behalf of the Company or to cause the Company to take such actions (except as otherwise required pursuant to the LLC Agreement): (i) incur and pay expenses with respect to the day-to-day operation of the Company subject to budgets approved by the Management Committee or otherwise applicable under the terms of the LLC Agreement; (ii) perform in the ordinary course of business any contracts, agreements and other obligations to which the Company is a party or subject; (iii) obtain such governmental approvals and licenses and, except as expressly provided in the LLC Agreement, make such filings with federal, state, and local governmental agencies, as required by applicable law in connection with the operation of the Company and its business in the ordinary course; and (iv) take actions or cause the Company to take actions to address, avoid, avert, or mitigate Emergency Conditions and to incur and pay Emergency Expenses in connection therewith.

The Members have approved the Construction Budget, Project Schedule and Initial Operating Budget referenced in the LLC Agreement. Subject to specified limitations in the LLC Agreement and the COM Agreement (as defined below), PPC, as the “Operator” under and as defined in the LLC Agreement and the COM Agreement, may request funding required under the approved Construction Budget, Operating Budget and certain approved project agreements. The Management Committee will determine whether particular funding requirements are to be funded through Capital Contributions, Member Loans or a combination thereof.

Capital Contributions and Member Loans generally are required to be funded by the Members in accordance with their respective Sharing Ratios. Capital Calls must identify the aggregate amount requested, each Member’s allocated amount, the intended use of proceeds, and the applicable payment date and method. Generally, Members have at least 30 days to fund a Capital Call or Member Loan, subject to specified exceptions for certain financing obligations, Emergency Expenses, non-discretionary items and Operator cash calls.

The LLC Agreement contains remedies in favor of the Company and the other Member if a Member fails to timely fund a required Capital Contribution or Member Loan, including the right of the other Member to elect to treat the failure as a default or fund the shortfall. A Member that funds a shortfall may receive priority interest distributions otherwise payable to the non-funding Member to repay the funding Member the amount of the shortfall plus an interest factor, or may elect to treat the shortfall as a permanent Capital Contribution that dilutes the non-funding Member’s Membership Interest and Sharing Ratio.

In addition, each Member’s direct or indirect parent company, Chesapeake for Peninsula and NextEra Energy Capital Holdings, Inc. (“NextEra Energy Capital”) for NEER, have executed a certain Guaranty in favor of the Company to secure the Members’ obligations to make Capital Contributions. The initial amounts of the Guaranties are approximately $109 million for Chesapeake and approximately $105 million for NextEra Energy Capital, but in no event will each Member’s performance assurance be for less than such Member’s share of $50 million (calculated based on such Member’s Sharing Ratio). The Company may draw upon a Member’s performance assurance, such as the Guaranty, if that Member fails to satisfy a required Capital Contribution, and the defaulting Member must replenish the applicable assurance.

Distributions of Available Cash and allocations of income, gain, loss, deduction and credit of the Company to the Members are generally made in accordance with the Members’ respective Sharing Ratios.

The LLC Agreement provides for limitations and restrictions on the Disposition and Encumbrance of Membership Interests, preferential purchase rights in the event a Member wants to dispose of its Membership Interest, co-sale rights, specified budget-dispute and deadlock procedures, including binding arbitration in certain circumstances, and requirements for the Members to provide pro rata credit support for certain obligations, and prohibitions against the Members’ voluntary withdrawal from the Company.

The LLC Agreement also provides for equitable remedies, including specific performance and injunctive relief, for breaches of the LLC Agreement; provided that the right of specific performance is not available to compel a Member to make Capital Contributions.

Construction, Operation and Management Agreement

In connection with the Project, on August 28, 2026, and effective as of September 1, 2026, the Company and the Operator executed that certain Construction, Operation and Management Agreement (the “COM Agreement”), pursuant to which the Company engaged the Operator as an independent contractor to construct, manage and operate the Project (the “Services”). Pursuant to the COM Agreement, the Company will pay the Operator (i) until the In-Service Date, an annual fee payable monthly in accordance with the then-current approved budget and (ii) from the Effective Date until termination of the COM Agreement, an annual fee payable monthly in accordance with the then-current approved budget.

Pursuant to the COM Agreement, the Operator will transfer title to materials and equipment acquired for the Project to the Company upon payment or delivery, subject only to purchase-money liens. The Company will own project-specific work product prepared and paid for under the COM Agreement, while the Operator will retain ownership of its pre-existing and generally applicable intellectual property and materials. The Company will receive a perpetual, royalty-free license to use the applicable Operator Background Materials (as defined in the COM Agreement) as needed to own, operate, finance, sell or transfer the Project.

As discussed above, the Members approved a Construction Budget, Project Schedule and Initial Operating Budget. Pursuant to the terms of the COM Agreement, for budgets subsequent to the Initial Operating Budget, the Operator will prepare and deliver to the Company for its approval on an annual basis (or more frequently if directed by the Company) separate capital expenditure and operating expense budgets reflecting the estimated costs to be incurred for the performance of the Services (including the costs of goods and services to be supplied by third party vendors and suppliers) by the Operator during the ensuing 12-month period.

The foregoing descriptions of the LLC Agreement, the Guaranty, and the COM Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

 

Item 8.01

Other Events.

On September 1, 2026, the Company issued a press release announcing entry into a definitive agreement establishing a joint venture to construct, manage, and operate the Florida Energy Pathway project. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10.1* – Amended and Restated Limited Liability Company Agreement, dated August 28, 2026, by and among Florida Energy Pathway, LLC, Peninsula Pipeline Holdings, LLC, and FEP Pipeline Holdings, LLC.

Exhibit 10.2 – Form of Guaranty, by Chesapeake Utilities Corporation in favor of Florida Energy Pathway, LLC.

Exhibit 10.3* – Construction, Operation and Management Agreement, dated August 28, 2026, by and among Florida Energy Pathway, LLC and Peninsula Pipeline Company, Inc.

Exhibit 99.1 – Press Release of Chesapeake Utilities Corporation, dated September 1, 2026.

 

*

Certain annexes, schedules, and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the Securities and Exchange Commission upon request.

SIGNATURE

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

/s/ Jeffrey S. Sylvester

Jeffrey S. Sylvester

Senior Vice President and Chief Financial Officer

Date: September 1, 2026

Exhibit 99.1

Chesapeake Utilities Corporation Announces Sale of Minority Interest for Florida Energy Pathway Project

NextEra Energy Resources to acquire 49% ownership interest in landmark South Florida natural gas infrastructure project.

DOVER, Del. – Chesapeake Utilities Corporation (NYSE: CPK) (“Chesapeake Utilities”), through its indirect subsidiary Peninsula Pipeline Holdings, LLC (“Peninsula”), today announced it sold a minority interest in Florida Energy Pathway (FEP), a natural gas transmission infrastructure project designed to support South Florida’s growing energy needs. Under the agreement, Peninsula will retain 51% ownership of the project and NextEra Energy Resources (“NEER”) will acquire a 49% minority ownership interest. The joint venture engaged Chesapeake Utilities’ subsidiary, Peninsula Pipeline Company, Inc. to construct, manage and operate the project.

FEP is anticipated to be a 24-inch intrastate natural gas infrastructure project constructed from Palm Beach County to Miami-Dade County. The project is designed to expand natural gas transportation capacity, address regional supply constraints, meet growing customer demand, and enhance energy reliability in one of the nation’s fastest-growing regions. Total project investment is estimated to be approximately $1.2 billion, pending finalization of design and development activities.

“Since announcing the project in July, we have received strong interest from potential partners, reinforcing the value of this regulated infrastructure opportunity,” said Jeff Householder, chair of the board, president, and chief executive officer of Chesapeake Utilities Corporation. “This partnership strengthens our ability to advance a transformational infrastructure project alongside our robust capital growth plan to drive long-term value creation for our shareholders, customers and the communities we serve.”

Development activities related to FEP continue to advance, including engineering, environmental studies, and stakeholder engagement. Construction is expected to begin during the first half of 2028, and the project is anticipated to be in-service in 2030, subject to final commissioning.

About Chesapeake Utilities Corporation

Chesapeake Utilities Corporation is a diversified energy delivery company listed on the New York Stock Exchange. Chesapeake Utilities Corporation offers sustainable energy solutions through its natural gas transmission and distribution, electricity generation and distribution, propane gas distribution, mobile compressed natural gas utility services and solutions and other businesses.

Forward-Looking Statements

Forward-Looking Statements Matters included in this release may include forward-looking statements that involve risks and uncertainties. Forward-Looking statements include, but are not limited to, statements regarding project investment, timeline, and financing. Actual results may differ materially from those in the forward-looking statements. Please refer to the Safe Harbor for Forward-Looking Statements in the Company’s 2025 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the second quarter of 2026 for further information on the risks and uncertainties related to the Company’s forward-looking statements.

# # #

Chesapeake Utilities Corporation Contacts:

Media

Victoria Price

Director, External Affairs

850.382.4153

VPrice@chpk.com

Investors

Lucia Dempsey

Head of Investor Relations

347.804.9067

LDempsey@chpk.com

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

7 documents

Press Releases

Agreements & Contracts

Other Documents