Colonial Gas Company Announces Completion of Consent Solicitation relating to its 8.80% First Mortgage Bonds Series CH due 2022, 7.38% First Mortgage Bonds Series A-1 due 2025, 6.90% First Mortgage Bonds Series A-2 due 2025, 6.94% First Mortgage Bonds Series A-3 due 2026 and 7.12% First Mortgage Bonds Series B-1 due 2028

BOSTON, March 27, 2019 /PRNewswire/ — Colonial Gas Company (the “Issuer“), announced today that it has received the requisite consents in connection with its consent solicitation (the “Consent Solicitation“) commenced on March 13, 2019 relating to its (i) 8.80% First Mortgage Bonds Series CH due 2022 (the “8.80% Bonds“), (ii) 7.38% First Mortgage Bonds Series A-1 due 2025 (the “7.38% Bonds“), (iii) 6.90% First Mortgage Bonds Series A-2 due 2025 (the “6.90% Bonds“), (iv) 6.94% First Mortgage Bonds Series A-3 due 2026 (the “6.94% Bonds“) and (v) 7.12% First Mortgage Bonds Series B-1 due 2028 (the “7.12% Bonds” and together with the 8.80% Bonds, the 7.38% Bonds, the 6.90% Bonds and the 6.94% Bonds, the “Bonds“).

D.F. King & Co., Inc. (“D.F. King“), the information agent and tabulation agent for the Consent Solicitation, has advised the Issuer that, as of the expiration of the Consent Solicitation at 5:00 p.m., New York City time, on March 26, 2019 (the “Expiration Date“), the Issuer had received consents that have not been withdrawn in respect of not less than 662/3% in principal amount of each series of the Bonds outstanding as of the applicable record date. As the requisite consents have been received, the Issuer will enter into a supplemental indenture implementing the amendments (the “Proposed Amendments“) described in the Amended and Restated Consent Solicitation Statement dated March 22, 2019 and the accompanying Consent Letter (together, the “Solicitation Documents“) with respect to each series of the Bonds. Holders who validly delivered and did not validly revoke their consents prior to the Expiration Date will receive the consent fee of $2.50 per $1,000 principal amount of Bonds in respect of which consents have been so delivered in the manner described in the Solicitation Documents. The Issuer expects to pay the consent fee to holders on March 28, 2019.

The purposes of the Proposed Amendments (as set forth in the Solicitation Documents) are to, among other things, (i) limit the assets covered by the lien of the Indenture to the legacy assets of the Issuer prior to the Merger (as defined in the Solicitation Documents), and any repairs, renewals, or replacements to such assets, (ii) limit certain other covenants in the Indenture to this same scope of assets, (iii) revise certain financial covenants therein and (iv) add a governing law provision to the Indenture. The Proposed Amendments shall only become effective if and when the Merger receives regulatory approval from the Commonwealth of Massachusetts Department of Public Utilities and the Merger is consummated (which shall be no later than 30 days after the articles of merger relating to the Merger are filed with the Secretary of the Commonwealth of Massachusetts). Should the Merger not be consummated, the Proposed Amendments shall not become effective.

Goldman Sachs & Co. LLC acted as the solicitation agent and D.F. King acted as the information agent and tabulation agent in connection with the Consent Solicitation.

Cautionary Note Regarding Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected timing of the completion of the Consent Solicitation and the Issuer’s intention and ability to consummate the Merger and its expected terms, conditions and component transactions. These forward-looking statements also relate to the Issuer’s future prospects, developments, and business strategies. These forward-looking statements may be identified by terminology such as “may,” “will,” “could,” “should,” “expect,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “forecast,” “continue,” “intend,” “plan,” and similar terms or phrases, or the negative of such terminology, including references to assumptions. However, these terms are not the exclusive means of identifying such statements.

These forward-looking statements are based on the Issuer’s expectations and beliefs concerning future events affecting the Issuer and are subject to uncertainties and other important factors relating to its operations and business environment, all of which are difficult to predict and many of which are beyond the Issuer’s control. Actual results, activities and events may differ materially from those matters expressed or implied by such forward-looking statements. Although the Issuer believes that its plans, intentions and expectations reflected in, or suggested by, such forward-looking statements are reasonable, they can give no assurances that any of the events anticipated by these forward-looking statements will occur or, if any of them do, what impact they will have on their results of operations and financial condition.

The following important factors could affect the Issuer’s intention or ability to consummate the Merger, the Issuer’s future performance and the liquidity and value of the Issuer’s securities and cause its actual results to differ materially from those expressed or implied by forward-looking statements made by the Issuer or on its behalf:

  • the Issuer may not obtain regulatory approval for the Merger or the regulator may approve the Merger, subject to certain conditions;
  • the Issuer’s Board of Directors may choose to postpone or abandon the Merger at any time prior to completion;
  • an action or any other decree, order, or injunction preventing the completion of the Merger;
  • unanticipated legal or other obstacles to the proposed Merger;
  • changes in laws and regulations (or their enforcement or interpretation) affecting the Issuer’s business, financial position and results of operations;
  • the Issuer’s ability to recover costs associated with the operation of its business and the approval of new rate plans;
  • the Issuer’s ability to comply with environmental, health and safety laws and regulations and risks relating to liabilities thereunder;
  • changes in commodity prices and the Issuer’s ability to pass through any commodity price increases;
  • risks related to the operation and maintenance of the Issuer’s distribution systems;
  • risks related to major network failures or interruptions;
  • the Issuer’s reputation as a supplier of energy;
  • the Issuer’s performance against certain regulatory targets;
  • regulatory restrictions and indebtedness covenants that limit the Issuer’s ability to finance its future capital needs and limit its operating flexibility;
  • the Issuer’s ability to access the capital markets;
  • disruption of the Issuer’s operations due to work stoppage or strikes;
  • funding and maintaining post-retirement benefits and other pension benefits for the Issuer’s employees; and
  • seasonality of demand and weather variations affecting customer energy usage.

You are cautioned not to place undue reliance on forward-looking statements contained in this document, which speak only as of the date of this Press Release. The Issuer does not undertake any obligation to update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise.

This press release does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any of the securities described or otherwise referred to in this press release.

This press release does not constitute an offer of securities to the public in the United Kingdom or any other jurisdiction. Consequently, this press release is directed only at persons to whom it may lawfully be communicated (all such persons being referred to as “Relevant Persons“) including, without limitation, under U.K. Financial Services and Markets Act 2000 (Financial Promotion) order 2005 (as amended). Any investment activity to which this communication relates will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this press release or any of its contents.

Tom Long


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SOURCE Colonial Gas Company

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