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) | May 20, 2018 |
Commission File Number | Registrant, State of Incorporation, Address and Telephone Number | I.R.S. Employer Identification No. |
| 1-14174 | Southern Company Gas (A Georgia Corporation) Ten Peachtree Place N.E. Atlanta, Georgia 30309 (404) 584-4000 | 58-2210952 |
The name and address of the registrant have not changed since the 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:
| ¨ | 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 8.01. | Other Events. |
On May 20, 2018, Southern Company Gas and its wholly-owned direct subsidiary, NUI Corporation (“NUI”), entered into a Stock Purchase Agreement with NextEra Energy, Inc. (“Parent”) and its wholly-owned subsidiary 700 Universe, LLC (“Purchaser”), which provides for the sale of all of the capital stock of Pivotal Utility Holdings, Inc. (“PUHI”), a wholly-owned direct subsidiary of NUI and the owner of Southern Company Gas’ Florida City Gas business, to Purchaser for an aggregate cash purchase price of $530 million, subject to customary adjustments for indebtedness and working capital (the “Florida City Gas SPA”).
The Florida City Gas SPA contains customary representations, warranties and covenants of NUI, Purchaser and Parent. These covenants include, among others, an obligation of NUI to operate its Florida City Gas business in the ordinary course until the sale is consummated and an obligation for each of the parties to use reasonable best efforts to obtain the governmental and regulatory approvals described below.
The sale of PUHI is subject to the satisfaction or waiver of certain closing conditions, including, among others, (i) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, (ii) the completion of the previously-announced dispositions of PUHI’s Elizabethtown Gas and Elkton Gas businesses, (iii) the entry into certain ancillary agreements, including a transition services agreement and (iv) other customary closing conditions.
The Florida City Gas SPA may be terminated by either NUI or Purchaser under certain circumstances, including (i) if the sale of PUHI is not consummated by December 31, 2018 (subject to extension to March 31, 2019, if all of the conditions to closing, other than the conditions related to obtaining regulatory approvals, have been satisfied) or
(ii) 21 days after the termination of either of the asset purchase agreements for PUHI’s Elizabethtown Gas and Elkton Gas businesses.
The sale of PUHI and its Florida City Gas business is expected to be completed in the third quarter 2018.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements which are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements, among other things, concerning the expected timing of the completion of the disposition described herein. These forward-looking statements are often characterized by the use of words such as “expect,” “anticipate,” “plan,” “believe,” “may,” “should,” “will,” “could,” “continue” and the negative or plural of these words and other comparable terminology. Although Southern Company Gas believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties and undue reliance should not be placed on such statements. Certain material factors or assumptions are applied in making forward-looking statements, including, but not limited to, factors and assumptions regarding the items outlined above. Actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results to differ materially from these expectations include, among other things, the following: the failure to receive, on a timely basis or otherwise, the required approvals by government or regulatory agencies (including the terms of such approvals); the inability to achieve the expected financial benefits of the proceeds generated by the transactions; the risk that a condition to closing the disposition may not be satisfied; and other risk factors relating to the energy industry, as detailed from time to time in Southern Company Gas’ reports filed with the Securities and Exchange Commission. There can be no assurance that the disposition will in fact be consummated.
Additional information about these factors and about the material factors or assumptions underlying such forward-looking statements may be found in the body of this Current Report on Form 8-K, as well as under Item 1A. in Southern Company Gas’ Annual Report on Form 10-K for the fiscal year ended December 31, 2017. Southern Company Gas cautions that the foregoing list of important factors that may affect future results is not exhaustive. When relying on forward-looking statements to make decisions with respect to Southern Company Gas, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. All subsequent written and oral forward-looking statements concerning the disposition or other matters attributable to Southern Company Gas or any other person acting on its behalf are expressly qualified in their entirety by the cautionary statements referenced above. The forward-looking statements contained herein speak only as of the date of this Current
Report on Form 8-K. Southern Company Gas undertakes no obligation to update or revise any forward-looking statement, except as may be required by law.
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.
| Date: May 21, 2018 | SOUTHERN COMPANY GAS | |
| By | /s/Melissa K. Caen | |
Melissa K. Caen Assistant Secretary | ||