Item 1.01 Entry into a Material Definitive Agreement.
On October 14, 2026, Unitil Energy Systems, Inc. (“Unitil Energy”), an electric distribution utility subsidiary of Unitil Corporation (the “Company” or the “Registrant”), entered into (i) a Bond Purchase Agreement with U.S. Bank Trust Company, National Association (as trustee), Metropolitan Life Insurance Company, Metropolitan Tower Life Insurance Company, Metlife Reinsurance Company of Hamilton, Ltd., State Farm Life Insurance Company, State Farm Life and Accident Assurance Company, State Farm Insurance Companies Employee Retirement Trust, CUMIS Insurance Society, Inc. and Southern Farm Bureau Life Insurance Company (the “Bond Purchase Agreement”) and (ii) an Eighteenth Supplemental Indenture with U.S. Bank Trust Company, National Association (as trustee) (the “Eighteenth Supplemental Indenture”) pursuant to which Unitil Energy issued and sold (a) $30,000,000 of 5.72% First Mortgage Bonds, Series T, due October 14, 2036, and (b) $30,000,000 of 5.87% First Mortgage Bonds, Series U, due October 14, 2038, (collectively, the “Bonds”).
The Bond Purchase Agreement, the Eighteenth Supplemental Indenture and the Bonds (collectively, the “Bond Documents”) collectively contain customary representations and warranties, covenants and events of default for a transaction of this type. The Bonds may or will become immediately due and payable upon an event of default, as described in the Bond Documents. The Bond Documents also contain a “fall-away” structure whereby the collateral securing the Bonds will be released after or simultaneously with the release of all collateral securing other bonds of Unitil Energy, subject to certain additional conditions described in the Bond Purchase Agreement (the “Collateral Release”). The interest rate on the Series T Bonds will increase from 5.72% to 5.82% upon the Collateral Release (if any). The interest rate on the Series U Bonds will increase from 5.87% to 5.97% upon the Collateral Release (if any).
The foregoing summary of the Bond Documents does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such documents, the executed copies or forms of which are attached hereto as exhibits to this Current Report on Form 8-K.
Certain of the purchasers of the Bonds (or their affiliates) are holders of other indebtedness of the Company or its subsidiaries.
Unitil Energy plans to use the net proceeds from this long-term financing to refinance existing debt of the Company (on a consolidated basis) and/or for general corporate purposes.
Unitil Energy offered the Bonds principally to institutional investors in an offering made pursuant to the exemption from registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (“Act”).
The Bonds have not been and will not be registered under the Act, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Act and applicable state securities laws.
The Company intends this notice to comply with Rule 135c of the Act and, accordingly, this notice does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Bond Purchase Agreement, a Bond of Series T, a Bond of Series U and the Eighteenth Supplemental Indenture have been attached as exhibits to this Current Report on Form 8-K to provide investors with information regarding their terms. The representations, warranties and covenants contained in such documents were made only for purposes of such documents and as of specific dates, were solely for the benefit of the parties to such documents, and are subject to limitations agreed upon by the parties to such documents. Moreover, the representations and warranties contained in such documents were made for the purpose of allocating contractual risk between the parties to such documents instead of establishing matters as facts, and may be subject to standards of materiality applicable to the parties to such documents that differ from those applicable to investors generally. Investors (other than the parties to such documents) are not third-party beneficiaries under such documents and should not rely on the representations, warranties and covenants contained therein or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure in Item 1.01 is incorporated by reference into this Item 2.03.
