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 28, 2020
UNITIL CORPORATION
(Exact name of registrant as specified in its charter)
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New Hampshire | | 1-8858 | | 02-0381573 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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6 Liberty Lane West, Hampton, New Hampshire | | 03842-1720 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (603) 772-0775
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:
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol | | Name of each exchange of which registered |
Common Stock, no par value | | UTL | | New York Stock Exchange |
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 7.01 | Regulation FD Disclosure |
The final Order of the Massachusetts Department of Public Utilities (“MDPU”), as well as the Settlement Agreement, to which Item 8.01 below refers, are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.
On February 28, 2020 the MDPU issued its final Order (the “Order”) in Docket No. DPU 19-131, the distribution base rate case filed with the MDPU on December 17, 2019 by the gas division of Fitchburg Gas and Electric Light Company, Inc. (the “Company”), Unitil Corporation’s natural gas utility subsidiary operating in Massachusetts.
The Order approves a Settlement Agreement (the “Agreement”) between the Company and the Massachusetts Office of Attorney General. The Agreement calls for an initial annual distribution revenue increase of $ 4.6 million to be phased-in over two years: (1) an increase of $3.7 million, effective on March 1, 2020; and (2) an increase of $0.9 million, effective on March 1, 2021. Under the Agreement, the Company will not increase or redesign base distribution rates to become effective prior to March 1, 2023. The Settlement provides that during the base distribution rate freeze, the Company may seek cost recovery for certain exogenous events that meet a revenue impact threshold of $0.4 million.
The distribution base rate case is based on the Company’s operating costs and investments in utility plant for a test year ended December 31, 2018 as adjusted for known and measurable changes. The Agreement provides for a return on equity of 9.7% and a capital structure reflecting 52.45% equity and 47.55% long-term debt.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
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.
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UNITIL CORPORATION |
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By: | | /s/ Christine L. Vaughan |
| | Christine L. Vaughan |
| | Senior Vice President, Chief Financial Officer and Treasurer |
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Date: | | March 2, 2020 |
