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): February 5, 2015
TECO ENERGY, INC.
(Exact name of registrant as specified in its charter)
| Florida | 1-8180 | 59-2052286 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer identification No.) |
702 N. Franklin Street, Tampa, Florida 33602
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (813) 228-1111
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 Securities 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)) |
Section 1 – Registrant’s Business and Operations
Item 1.01: Amendment of a Material Definitive Agreement
On February 5, 2015, TECO Diversified, Inc., a wholly-owned subsidiary of TECO Energy, Inc. (the “Company”), entered into Amendment No. 2 (the “Amendment”) to the Securities Purchase Agreement dated as of October 17, 2014, as amended, with Cambrian Coal Corporation (the “SPA”). As previously reported, the SPA related to the sale of all of the ownership interest in TECO Coal LLC (“TECO Coal”) to Cambrian Coal Corporation, and was subject to termination by either party if specified closing conditions, including the purchaser’s obtaining financing in order to pay a portion of the purchase price, were not met by February 20, 2015 (the “Outside Date”). The Amendment (i) reduces the purchase price to $80 million plus any cash on hand as of the closing, subject to customary post-closing adjustments, plus contingent payments of up to $60 million that may be paid between 2015 and 2019 depending on specified coal benchmark prices and (ii) extends the Outside Date by providing that the SPA, as amended, is subject to termination by either party if the specified closing conditions (including the purchaser’s obtaining financing) are not met by March 13, 2015.
On February 5, 2015, the Company issued a press release regarding the Amendment described above, which is attached as Exhibit 99.1 to this report.
Section 9 – Financial Statements and Exhibits
Item 9.01: Financial Statements and Exhibits
| (d) | Exhibits |
| 99.1 | Press release dated February 5, 2015. |
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.
| Date: February 5, 2015 | TECO ENERGY, INC. | |||||
| (Registrant) | ||||||
| By: | /s/ Charles A. Attal III | |||||
| Charles A. Attal III | ||||||
| Senior Vice President-General Counsel and Chief Legal Officer | ||||||
Exhibit Index
| Exhibit No. | Description of Exhibits | |
| 99.1 | Press release dated February 5, 2015. | |