UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): March 6, 2013 (March 5, 2013)

 

 

Connecticut Water Service, Inc.

(Exact name of registrant as specified in its charter)

 

 

Connecticut

(State or other jurisdiction

of incorporation)

 

0-8084   06-0739839
(Commission
File Number)
  (IRS Employer
Identification No.)

 

93 West Main Street, Clinton, Connecticut   06413-0562
(Address of Principal Executive Offices)   (Zip Code)

(860) 669-8630

(Registrant’s telephone number, including area code)

N/A

(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):

 

  ¨ 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))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement

Entry into a New Term Loan Supplement

As previously reported on November 2, 2012, The Connecticut Water Company, a Connecticut corporation (“CWC”), the largest operating water utility subsidiary of Connecticut Water Service, Inc., a Connecticut corporation (“CWS”), and CoBank, ACB, a federally chartered instrumentality of the United States (“CoBank”), entered into a Master Loan Agreement dated October 29, 2012 (the “MLA”) pursuant to which CoBank originally agreed to make loans (each, a “Loan” and collectively, the “Loans”) to CWC from time to time, such Loans to be evidenced by the execution and delivery by each of CoBank and CWC of a Promissory Note and Supplement to the MLA. CWC also delivered to CoBank four Promissory Notes and Single Advance Term Loan Supplements, each dated October 29, 2012.

The Loans are supported by a limited guarantee of payment by CWS in favor of CoBank pursuant to a Guarantee of Payment (Limited) by and between CoBank and CWS dated October 29, 2012 (the “Guarantee”) secured by CoBank’s statutory first lien interest on all of CWS’s equity ownership interest in CoBank.

On March 5, 2013, (i) CWC and CoBank entered into a Promissory Note and Single Advance Term Loan Supplement to the MLA (the “Note”) in which CoBank agreed to make an additional Loan to CWC in an aggregate principal amount of up to $14,550,000, with a maturity date of March 4, 2033 and (ii) CWS entered into an Amendment to the Guarantee dated March 5, 2013 (the “Guarantee Amendment”), pursuant to which CWS agreed to guarantee the payment of certain of CWC’s obligations under the Note pursuant to the same terms of the Guarantee. The descriptions of material terms of each of the MLA and the Guarantee, as previously reported on CWS’s Current Report on Form 8-K filed on November 2, 2012, are hereby incorporated by reference.

Under the Note, CWC will pay interest on the Loan represented by the Note in accordance with either of the following interest rate options, as selected periodically by CWC: (1) at a weekly quoted variable rate, a rate per annum equal to the rate of interest established by CoBank on the first business day of each week; (2) at a fixed rate per annum to be quoted by CoBank in its sole discretion in each instance for periods of 180 days or more. The maximum number of fixed rates in place at any one time shall be five. Interest shall be calculated on the actual number of days each Loan is outstanding on the basis of a year consisting of 360 days.

As described in Item 1.02 below, CWC used substantially all of the proceeds of the Loan represented by the Note to refinance certain of its outstanding debt securities.


The above summary of the material terms of each of the Note and the Guarantee Amendment is qualified in its entirety by reference to the Note and the Guarantee Amendment, complete copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2 , respectively, and are hereby incorporated by reference.

 

Item 1.02 Termination of a Material Definitive Agreement

On March 5, 2013, CWC used substantially all of the proceeds of the Loan represented by the Note to complete the repayment in full of all principal, accrued interest, premiums, surcharges and other amounts owed by CWC pursuant to Water Facilities Revenue Bonds issued through the Connecticut Development Authority (“CDA”) pursuant to a Bond Purchase Agreement among CWC, the CDA and Edward D. Jones & Co., L.P. as underwriter, dated as of December 5, 2007, a Loan Agreement between CWC and the CDA dated as of December 1, 2007 and an Indenture of Trust between the CDA and U.S. Bank National Association, as Trustee, dated December 1, 2007, each of which agreements terminated effective March 5, 2013.

 

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 in Item 1.01 is incorporated herein by reference in response to this Item 2.03.

 

Item 9.01 Financial Statements and Exhibits

The following documents are filed herewith as exhibits hereto:

 

  (d) Exhibits

 

10.1   Promissory Note and Single Advance Term Loan Supplement between The Connecticut Water Company and CoBank, ACB, dated March 5, 2013, is filed herewith.
10.2   Amendment to Guarantee of Payment (Limited) by Connecticut Water Service, Inc., dated March 5, 2013, is filed herewith.

 

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SIGNATURES

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.

 

  CONNECTICUT WATER SERVICE, INC.
  a Connecticut corporation
Date: March 6, 2013   By:  

/s/ David C. Benoit

  Name:   David C. Benoit
  Title:   Vice President – Finance, Chief Financial Officer and Treasurer

 

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EXHIBIT INDEX

 

Exhibit
No.

  

Description

10.1    Promissory Note and Single Advance Term Loan Supplement (Loan No. RI1087T05) between The Connecticut Water Company and CoBank, ACB, dated March 5, 2013, is filed herewith.
10.2    Amendment to Guarantee of Payment (Limited) by Connecticut Water Service, Inc., dated March 5, 2013, is filed herewith.

Exhibit 10.1

Loan No. RI1087T05

PROMISSORY NOTE AND

SINGLE ADVANCE TERM LOAN SUPPLEMENT

THIS PROMISSORY NOTE AND SUPPLEMENT (this “Promissory Note and Supplement”) to the Master Loan Agreement dated as of October 29, 2012 (the “MLA”) is entered into as of March 5, 2013 between THE CONNECTICUT WATER COMPANY, Clinton, Connecticut , a Connecticut corporation (the “Company”) and CoBANK, ACB, a federally chartered instrumentality of the United States (“CoBank”).

SECTION 1. The Term Loan. On the terms and conditions set forth in the MLA and this Promissory Note and Supplement, CoBank agrees to make a loan to the Company in an amount not to exceed $14,550,000.00 (the “Commitment”). The Commitment shall expire at 12:00 noon (Company’s local time) on March 15, 2013, or on such later date as CoBank may, in its sole discretion, authorize in writing.

SECTION 2. Purpose. The purpose of the Commitment is to refinance existing bond debt of the Company issued through the Connecticut Development Authority (“CDA”) and identified on Exhibit A hereto (individually or collectively, the “Existing Debt”).

SECTION 3. Availability. Notwithstanding Section 2 of the MLA and provided that each of the conditions precedent set forth herein and in the MLA have been satisfied, the loan will be made available to the Company on a date to be agreed upon by the parties (the “Closing Date”). The loan will be made available in a single advance by CoBank wire transferring the proceeds of the loan to CDA.

SECTION 4. Interest. The Company agrees to pay interest on the unpaid balance of the loan(s) in accordance with one or more of the following interest rate options, as selected by the Company:

(A) Weekly Quoted Variable Rate. At a rate per annum equal at all times to the rate of interest established by CoBank on the first Business Day of each week. The rate established by CoBank shall be effective until the first Business Day of the next week. Each change in the rate shall be applicable to all balances subject to this option and information about the then current rate shall be made available upon telephonic request.

(B) Quoted Rate Option. At a fixed rate per annum to be quoted by CoBank in its sole discretion in each instance. Under this option, rates may be fixed on such balances and for such periods, as may be agreeable to CoBank in its sole discretion in each instance, provided that: (1) the minimum fixed period shall be 180 days; (2) amounts may be fixed in increments of $100,000.00 or multiples thereof; and (3) the maximum number of fixes in place at any one time shall be five.


The Company shall select the applicable rate option at the time it requests a loan hereunder and may, subject to the limitations set forth above, elect to convert balances bearing interest at the variable rate option to one of the fixed rate options. Upon the expiration of any fixed rate period, interest shall automatically accrue at the variable rate option unless the amount fixed is repaid or fixed for an additional period in accordance with the terms hereof. Notwithstanding the foregoing, rates may not be fixed for periods expiring after the maturity date of the loans and rates may not be fixed in such a manner as to cause the Company to have to break any fixed rate balance in order to pay any installment of principal. All elections provided for herein shall be made telephonically or in writing and must be received by 12:00 Noon Company’s local time. Interest shall be calculated on the actual number of days each loan is outstanding on the basis of a year consisting of 360 days and shall be payable quarterly in arrears by the 20th day of each March, June, September, and December or on such other day in such month as CoBank shall require in a written notice to the Company.

SECTION 5. Fees. INTENTIONALLY OMITTED.

SECTION 6. Promissory Note. The Company promises to repay the unpaid principal balance and any unpaid accrued interest of the loan on March 4, 2033, or such later date as CoBank may, in its sole discretion, authorize in writing. If any installment due date is not a Business Day, then such installment shall be due and payable on the next Business Day. In addition to the above, the Company promises to pay interest on the unpaid principal balance of the loan at the times and in accordance with the provisions set forth above.

SECTION 7. Prepayment. Subject to the broken funding surcharge provision of the MLA (Section 12 (A)), the Company may prepay all or any portion of the loan(s). Unless otherwise agreed, all prepayments will be applied to principal installments in the inverse order of their maturity and to such balances, fixed or variable, as CoBank shall specify.

SECTION 8. Security. Notwithstanding the provisions of the MLA, including, without limitation, Section 4(A) and (B) of the MLA, the Company’s obligations hereunder shall be unsecured, except that this Promissory Note and Supplement shall be guaranteed in accordance with Section 4(B) of the MLA and any related guaranty agreement.

 

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SECTION 9. Additional Conditions Precedent. In addition to the conditions precedent set forth in the MLA, CoBank’s obligation to make the loan is subject to the conditions precedent that CoBank shall have received each of the following (which, in the case of instruments and documents, must be in form and content acceptable to CoBank):

(A) CDA Payoff Letter. A copy of a payoff letter or spreadsheet from CDA setting forth, as of the Closing Date, the unpaid principal balance of the Existing Debt, the interest accrued thereon, and any prepayment premiums, surcharges and other amounts owning to CDA for or on account of the Existing Debt.

(B) Immediate Funds. Immediately available funds in an amount sufficient to pay all interest accrued on the Existing Debt through the Closing Date, together with all prepayment premiums, surcharges, and other amounts necessary to discharge all of the Company’s obligations to CDA for or on account of the Existing Debt.

SECTION 10. Additional Affirmative Covenants. In addition to the affirmative covenants set forth in the MLA, the Company agrees that: (A) if for any reason the funds remitted to CDA are insufficient to discharge all of the Company’s obligations to CDA for or on account of the Existing Debt, the Company will promptly make such additional payments to CDA as may be required to discharge such obligations in full; and (B) while this Promissory Note and Supplement is in effect and unless CoBank otherwise consents in writing, the Company will immediately, secure the Company’s obligations hereunder and, to the extent related hereto, the MLA as specifically provided in the Security, Guarantee(s) and Title Insurance Section (Section 4) of the MLA, in the event that the Company secures any of its obligations with another lender, bond holder or bond issuer, excluding liens granted in connection with purchase money indebtedness.

IN WITNESS WHEREOF, the parties have caused this Promissory Note and Supplement to the MLA to be executed by their duly authorized officers as of the date shown above.

 

CoBANK, ACB     THE CONNECTICUT WATER COMPANY
By:  

/s/ Shannon Davoren

    By:  

/s/ David C. Benoit

Title:  

Assistant Corporate Secretary

    Title:  

Vice President - Finance, Chief Financial Officer &  Treasurer

 

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EXHIBIT A

To Supplement No. RI1087T05

DESCRIPTION OF EXISTING DEBT TO BE REFINANCED

 

HOLDER/ISSUER

  

BOND DESIGNATION

   PRINCIPAL
OUTSTANDING
 

CDA

   2007 A Series 5%    $ 14,550,000   

 

 

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Exhibit 10.2

AMENDMENT TO

GUARANTEE OF PAYMENT (LIMITED)

THIS GUARANTEE OF PAYMENT (this “Guarantee”) is executed as of March 5, 2013 by CONNECTICUT WATER SERVICE, INC. , a Connecticut corporation (hereinafter referred to as the “Guarantor”), in favor of CoBANK, ACB , a federally chartered instrumentality of the United States (hereinafter referred to as “CoBank”).

BACKGROUND

A. The Guarantor has executed and delivered to CoBank that certain Guarantee of Payment (Limited) dated as of October 29, 2012 (the “Existing Guarantee”) pursuant to which the Guarantor has guaranteed, among other things, payment of certain obligations of its wholly-owned subsidiary, The Connecticut Water Company (the “Company”), to CoBank as more particularly described in the Existing Guarantee as the “Guaranteed Obligations.”

B. The obligations under the Existing Guarantee are set forth in that certain Master Loan Agreement No. RI1087 dated as of October 29, 2012 (the “Master Loan Agreement”), as supplemented by that certain Promissory Note and Single Advance Term Loan Supplement No. RI1087T01 in a principal amount not to exceed $8,000,000.00 and dated as of even date with the Master Loan Agreement, and by that certain Promissory Note and Single Advance Term Loan Supplement No. RI1087T02 in a principal amount not to exceed $14,795,000.00 and dated as of even date with the Master Loan Agreement, and by that certain Promissory Note and Single Advance Term Loan Supplement No. RI1087T03 in a principal amount not to exceed $17,045,000.00 and dated as of even date with the Master Loan Agreement, and by that certain Promissory Note and Single Advance Term Loan Supplement No. RI1087T04 in a principal amount not to exceed $14,805,000.00 and dated as of even date with the Master Loan Agreement. The Master Loan Agreement, as supplemented, is referred to in the Existing Guaranty as the (“Loan Agreement”).

C. The Company has requested an increase to the Loan Agreement and CoBank is willing to extend the additional credit to the Company provided that the Guarantor agrees to guarantee this additional loan.

D. In satisfaction of the condition and intending to benefit by the extension of additional credit by CoBank to the Company, the Guarantor is entering into this Amendment.


NOW, THEREFORE, in order to induce CoBank to extend additional credit to the Company and for good and valuable other consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor and CoBank agree to amend the Existing Guarantee as follows:

 

  1. The Loan Agreement as defined in the Existing Guarantee is hereby amended to include that certain Promissory Note and Single Advance Term Loan Supplement No. RI1087T05 in a principal amount not to exceed $14,570,000.00 and dated as of March 5, 2013.

 

  2. All references in the Existing Guarantee to the Guaranteed Obligation shall include all obligations under the Loan Agreement, as such term has been amended by this Amendment.

 

  3. To the extent not inconsistent herewith, all other terms and conditions of the Existing Guarantee shall remain in full force and effect and the Guarantor hereby ratifies and confirms its guarantee of the Guaranteed Obligations of the Company, as amended by this Amendment.


IN WITNESS WHEREOF, the Guarantor has caused this Amendment to be executed as of the date show above by its duly authorized officers.

 

CONNECTICUT WATER SERVICE, INC.
By:  

/s/ David C. Benoit

Title:  

Vice President – Finance, Chief Financial Officer and  Treasurer