Form 8-K UIL HOLDINGS CORP For: Jul 07

 

 

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): July 7, 2015

 

 

 

(Exact name of registrant as specified in its charter)

 

 

 

Connecticut		1-15052		06-1541045
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
157 Church Street, New Haven, Connecticut				06506
(Address of principal executive offices)				(Zip Code)
Registrant’s Telephone Number,
Including Area Code				(203) 499-2000

Not Applicable

(Former name or former address, if changed since last report)

 

 

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):

 

x	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))

 

 

 

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Item 8.01

Other Events

On July 7, 2015, Iberdrola, S.A., Iberdrola USA, Inc., Green Merger Sub, Inc. and UIL Holdings Corporation filed a joint letter with the Connecticut Public Utilities Regulatory Authority in the Iberdrola USA, Inc. - UIL Holdings Corporation Change of Control proceeding (Docket No. 15-03-45).

A copy of the letter is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

99.1		Letter filed with the Connecticut Public Utilities Regulatory Authority on July 7, 2015.

Forward-looking statements

Certain statements contained in this communication regarding matters that are not historical facts, are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995). These include statements regarding management’s intentions, plans, beliefs, expectations or forecasts for the future. Such forward-looking statements are based on our expectations and involve risks and uncertainties; consequently, actual results may differ materially from those expressed or implied in the statements. In addition, risks and uncertainties related to the proposed merger with a subsidiary of Iberdrola USA, Inc. (Iberdrola USA) include, but are not limited to, the expected timing and likelihood of completion of the pending merger, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the pending merger that could reduce anticipated benefits or cause the parties to abandon the transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the possibility that UIL Holdings Corporation’s (UIL) shareowners may not approve the merger agreement, the risk that the parties may not be able to satisfy the conditions to the proposed merger in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed merger, the risk that any announcements relating to the proposed merger could have adverse effects on the market price of UIL’s common stock, and the risk that the proposed transaction and its announcement could have an adverse effect on the ability of UIL to retain and hire key personnel and maintain relationships with its suppliers, and on its operating results and businesses generally.

New factors emerge from time to time and it is not possible for us to predict all such factors, nor can we assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. These risks, as well as other risks associated with the merger, will be more fully discussed in the proxy statement/prospectus that will be included in the Registration Statement on Form S-4 that will be filed with the SEC in connection with the merger. Additional risks and uncertainties are identified and discussed in UIL’s reports filed with the SEC and available at the SEC’s website at www.sec.gov. Forward-looking statements included in this communication speak only as of the date of this communication. UIL does not undertake any obligation to update its forward-looking statements to reflect events or circumstances after the date of this communication other than as required by applicable law.

Important Information For Investors And Shareholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the proposed transaction between UIL and Iberdrola USA. In connection with the proposed transaction between UIL and Iberdrola USA, Iberdrola USA intends to file with the SEC a registration statement on Form S-4, containing a proxy statement of UIL, that will also constitute a prospectus of Iberdrola USA. UIL will mail the proxy statement/prospectus to UIL’s shareholders. UIL AND IBERDROLA USA URGE INVESTORS AND SHAREHOLDERS TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE, AS WELL AS OTHER DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION

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ABOUT THE PROPOSED TRANSACTION. This communication is not a substitute for the registration statement, definitive proxy statement/prospectus or any other documents that Iberdrola USA or UIL may file with the SEC or send to shareholders in connection with the proposed transaction.

You may obtain copies of all documents filed with the SEC regarding this proposed transaction (when available), free of charge, at the SEC’s website (www.sec.gov). Copies of the documents filed with the SEC by UIL are available free of charge on UIL’s website at www.uil.com or by contacting UIL’s Investor Relations Department at 203-499-2409. Copies of the documents filed with the SEC by Iberdrola USA are available free of charge on Iberdrola USA’s website at www.iberdrolausa.com or by contacting Iberdrola’s Investor Relations department at +34-91-784-2743.

Participants in Solicitation

UIL and its directors and executive officers, and Iberdrola USA and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of UIL common stock in respect of the proposed transaction. Information about UIL’s executive officers and directors is set forth in UIL’s definitive proxy statement for its 2015 Annual Meeting of Shareholders, which was filed with the SEC on April 1, 2015. Other information regarding the interests of such individuals, as well as information regarding Iberdrola USA’s directors and executive officers, will be set forth in the proxy statement/prospectus, which will be included in Iberdrola USA’s registration statement on Form S-4 when it is filed with the SEC. You may obtain free copies of these documents as described in the preceding paragraph.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				UIL HOLDINGS CORPORATION
				Registrant
Date: July 7, 2015				By		/s/ Linda L. Randell
						Linda L. Randell Senior Vice President
						and General Counsel

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Letter filed with the Connecticut Public Utilities Regulatory Authority on July 7, 2015.

Exhibit 99.1

July 7, 2015

Electronic Filing and US Mail

Jeffrey Gaudiosi

Executive Secretary

Public Utilities Regulatory Authority

10 Franklin Square

New Britain, CT 06051

Re: Docket No. 15-03-45 – Joint Application of Iberdrola, S.A., Iberdrola USA, Inc., Iberdrola USA Networks USA, Inc., Green Merger Sub, Inc. and UIL Holdings Corporation for Approval of a Change of Control

Dear Mr. Gaudiosi:

Iberdrola, S.A., Iberdrola USA, Inc., Iberdrola USA Networks, Inc., Green Merger Sub, Inc. and UIL Holdings Corporation (“Applicants”) understand the issues and concerns set forth in the Public Utilities Regulatory Authority’s (the “Authority”) Proposed Final Decision dated June 30, 2015, as well as the considerations in the Authority’s ruling on Motion 27, dated July 1, 2015.

Accordingly, the Applicants hereby withdraw the pending application, in order to have the docket terminated as of this date and the remaining procedural schedule cancelled, which would, in turn, facilitate the Applicants’ filing of a new application for a change of control of UIL Holdings Corporation and the UIL companies in a manner that we believe will address the points and guidance included in the Proposed Final Decision and the July 1, 2015 ruling on Motion 27. The Applicants intend to submit the new application by the end of July. We have discussed this letter with the Office of Consumer Counsel and the Attorney General’s office and they have authorized us to state that they support this process.

The first undersigned counsel certifies that this filing is being made electronically and that the electronic filing is complete. Said counsel also certifies that a copy is being provided by electronic mail, hand delivery, and/or first class mail, postage prepaid, to all parties and participants of record according to the Authority’s Service List for this docket as of this date.

Should you have any questions concerning the foregoing, please contact the undersigned at your convenience.

Very truly yours,

Iberdrola, S.A., Iberdrola USA, Inc.,

Iberdrola USA Networks, Inc., and Green Merger Sub, Inc.

 

By:		/s/ Frederic Lee Klein

UIL Holdings Corporation

 

By:		/s/ Sigrid E. Kun

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