UIL

 

 

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): December 16, 2015

 

 

 

 

(formerly known as Green Merger Sub, Inc., as successor by merger to UIL Holdings Corporation)

(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):

 

¨	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 eye-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 2.01

Completion of Acquisition or Disposition of Assets.

On December 16, 2015, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 25, 2015, among UIL Holdings Corporation (the “Company”), Iberdrola USA, Inc. (“IUSA”) and Green Merger Sub, Inc., a wholly owned subsidiary of IUSA (“Merger Sub”), the Company merged with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving entity (the “Surviving Company”) and as a direct wholly owned subsidiary of IUSA. Merger Sub, as the Surviving Company, was renamed UIL Holdings Corporation. In addition, in connection with the Merger, IUSA was renamed AVANGRID, Inc.

At the closing of the Merger (the “Effective Time”), each issued and outstanding share of Common Stock, no par value, of the Company (the “Company Common Stock”) (other than Company Common Stock owned by the Company that was not owned on behalf of third parties), was converted into the right to receive one share of IUSA common stock, par value $0.01 per share (“IUSA Common Stock”) plus $10.50 in cash (collectively, the “Merger Consideration”).

The foregoing description of the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 hereto and incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the completion of the Merger, the Surviving Company notified the New York Stock Exchange (the “NYSE”) of its intent to remove the Company Common Stock from listing on the NYSE and requested that the NYSE file a delisting application on Form 25 with the Securities and Exchange Commission (the “SEC”) to delist the Company Common Stock.

 

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in Item 2.01 above and Item 5.03 below is incorporated by reference into this Item 3.03.

Each outstanding award of restricted stock units, performance shares, stock units, phantom stock units or other similar rights or awards (each, a “Company Equity Right”) granted or deferred under the Company’s 2008 Stock and Incentive Compensation Plan and the employee and director deferred compensation plans maintained or sponsored by the Company or any of its subsidiaries and relating to shares of Company Common Stock was converted into an award of restricted stock units, performance shares, stock units, phantom stock units or other similar rights or awards, as applicable, relating to shares of IUSA Common Stock of the same type and on the same terms and conditions as were applicable to the corresponding Company Equity Right immediately prior to the Merger, except that the number of shares of IUSA Common Stock issuable upon exercise of such restricted stock units, performance shares, stock units, phantom stock units or other similar rights or awards were adjusted based on a ratio of 1.28059748557929000 (the “Equity Exchange Factor”).

At the Effective Time, each holder of a certificate formerly representing any shares of Company Common Stock or of book-entry shares no longer had any rights with respect to the shares, except for the right to receive the Merger Consideration upon surrender thereof.

 

Item 5.01

Changes in Control of Registrant.

The information set forth in Items 2.01 and 3.03 above is incorporated by reference into this Item 5.01.

The cash portion of the purchase price was funded by IUSA through cash on hand.

Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the Merger Agreement, as of the Effective Time, each of James P. Torgerson, Thelma R. Albright, Arnold L. Chase, Betsy Henley-Cohn, Suedeen G. Kelly, John L. Lahey, Daniel J. Miglio, William F. Murdy, William B. Plummer and Donald R. Shassian (the “Former Directors”) ceased serving as members of the

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board of directors of the Company and, in connection therewith, the Former Directors also ceased serving on any committees of which such Former Directors were members. Information on the positions held by the Former Directors on any committee of the board of directors of the Company at the time of the Former Directors’ resignation is set forth in Item 10 – “Directors, Executive Officers and Corporate Governance” in the Company’s Form 10-K for the year ended December 31, 2014 filed with the SEC on February 26, 2015 and is incorporated herein by reference.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time, (i) the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time was amended and became the certificate of incorporation of the Surviving Company and (ii) the bylaws of Merger Sub in effect immediately prior to the Effective Time became the bylaws of the Surviving Company, each in accordance with the terms of the Merger Agreement.

Copies of the certificate of incorporation, as amended, and bylaws of the Surviving Company are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit Number		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of February 25, 2015, by and among UIL Holdings Corporation, Iberdrola USA, Inc. and Green Merger Sub, LLC, incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K, dated February 25, 2015, filed by UIL Holdings Corporation with the SEC on February 26, 2015.
3.1		Certificate of Incorporation of UIL Holdings Corporation, as amended.
3.2		Bylaws of UIL Holdings Corporation, incorporated by reference to Annex D of the Proxy Statement on Schedule 14A of UIL Holdings Corporation, dated November 12, 2015, filed by UIL Holdings Corporation with the SEC on November 12, 2015.

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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: December 16, 2015

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UIL HOLDINGS CORPORATION

Exhibit Index

 

Exhibit Number		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of February 25, 2015, by and among UIL Holdings Corporation, Iberdrola USA, Inc. and Green Merger Sub, LLC, incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K, dated February 25, 2015, filed by UIL Holdings Corporation with the SEC on February 26, 2015.
3.1		Certificate of Incorporation of UIL Holdings Corporation, as amended.
3.2		Bylaws of UIL Holdings Corporation, incorporated by reference to Annex D of the Proxy Statement on Schedule 14A of UIL Holdings Corporation, dated November 12, 2015, filed by UIL Holdings Corporation with the SEC on November 12, 2015.

Exhibit 3.1

 

		FILING #0005447270 PG 01 OF 01 VOL B-02129 FILED 12/16/2015 11:00 AM PAGE 01221 SECRETARY OF THE STATE CONNECTICUT SECRETARY OF THE STATE

CERTIFICATE OF MERGER OF

UIL HOLDINGS CORPORATION

(A CONNECTICUT CORPORATION)

WITH AND INTO

GREEN MERGER SUB, INC.

(A CONNECTICUT CORPORATION)

(Pursuant to Section 33-819 of the Connecticut General Statutes)

1. The name of the terminating entity in the merger contemplated by this Certificate of Merger (the “Merger”) is UIL Holdings Corporation, a Connecticut corporation (the “Terminating Corporation”). The name of the surviving entity in the Merger is Green Merger Sub, Inc., a Connecticut corporation (the “Surviving Corporation”).

2. The Merger and Plan of Merger were duly authorized and approved by the shareholders of the Terminating Corporation in accordance with the provisions of Connecticut General Statutes Sections 33-600 to 33-998 and such corporation’s Certificate of Incorporation.

3. The Merger and Plan of Merger were duly authorized and approved by the shareholders of the Surviving Corporation in accordance with the provisions of Connecticut General Statutes Sections 33-600 to 33-998 and such corporation’s Certificate of Incorporation.

4. The Certificate of Incorporation of the Surviving Corporation is hereby amended by deleting in its entirety Section 1 thereof that states the name of the Surviving Corporation, and by replacing such section with the following new section in order to change the name of the Surviving Corporation:

“1. Name of Corporation: UIL Holdings Corporation.”

Other than with regard to the foregoing amendment, the Certificate of Incorporation of the Surviving Corporation, as in effect on the effective date of the Merger (the “Effective Date”), shall continue in full force and effect as the Certificate of Incorporation of the Surviving Corporation and shall not be amended by this Merger. The Surviving Corporation reserves the right and power, after the Effective Date, to alter, amend, change or repeal any of the provisions contained in its Certificate of Incorporation in the manner now or hereafter prescribed by statute.

5. The Merger shall be effective upon the filing of this Certificate of Merger with the Connecticut Secretary of State.

Dated this 16 day of December 2015.

 

SURVIVING CORPORATION:						TERMINATING CORPORATION:
GREEN MERGER SUB, INC.						UIL HOLDINGS CORPORATION
By:		/s/ R. Scott Mahoney				By:		/s/ James P. Torgerson
		R. Scott Mahoney						James P. Torgerson
		Its General Counsel and Secretary						Its Chief Executive Officer

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STATE OF CONNECTICUT OFFICE OF THE SECRETARY OF THE STATE		}				SS. HARTFORD
I hereby certify that this is a true copy of record in this Office.
In Testimony whereof, I have hereunto set my hand and affixed the Seal of said State, at Hartford, this 16th day of December A.D. 2015
/s/ Denise W. Merrill
SECRETARY OF THE STATE

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CERTIFICATE OF INCORPORATION

STOCK CORPORATION

USE INK. COMPLETE ALL SECTIONS. PRINT OR TYPE. ATTACH 81/2 X 11 SHEETS IF NECESSARY.

 

		FILING #0005284230 PG 01 OF 04 VOL B-02038 FILED 02/24/2015 01:19 PM PAGE 01825 SECRETARY OF THE STATE CONNECTICUT SECRETARY OF THE STATE

 

FILING PARTY (CONFIRMATION WILL BE SENT TO THIS ADDRESS):						FILING FEE: $250
NAME:		George Lofaso				INCLUDES FRANCHISE TAX UP TO
ADDRESS:		c/o Latham & Watkins LLP				20,000 SHARES
		885 Third Avenue				MAKE CHECKS PAYABLE TO
CITY:		New York				“SECRETARY OF STATE”
STATE:		NY		ZIP:        10022

1.  NAME OF CORPORATION:
Green Merger Sub, Inc.
2.  TOTAL NUMBER OF AUTHORIZED SHARES:
1,000
IF THE CORPORATION HAS MORE THAN ONE CLASS OF SHARES, IT MUST DESIGNATE EACH CLASS AND     THE NUMBER OF SHARES AUTHORIZED WITHIN EACH CLASS BELOW.

CLASS:		NUMBER OF SHARES PER CLASS:
Common Stock of no par value.		1,000
3.  TERMS, LIMITATIONS, RELATIVE RIGHTS AND PREFERENCES OF EACH CLASS OF SHARES          AND SERIES THEREOF PURSUANT TO CONN. GEN. STAT. SECTION 33-665:        None

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		FILING #0005284230 PG 02 OF 04 VOL B-02038 FILED 02/24/2015 01:19 PM PAGE 01826 SECRETARY OF THE STATE CONNECTICUT SECRETARY OF THE STATE

 

4. APPOINTMENT OF REGISTERED AGENT: [PLEASE SELECT ONLY ONE (A OR B) AND PRINT OR TYPE NAME OF AGENT.]   A. INDIVIDUAL’S AGENT NAME:

BUSINESS ADDRESS: (P.O. BOX UNACCEPTABLE)   ADDRESS:   CITY:   STATE:                                     ZIP:		RESIDENCE ADDRESS: (P.O. BOX UNACCEPTABLE)   ADDRESS:   CITY:   STATE:                                     ZIP:
B. BUSINESS ENTITY: C T Corporation System   ADDRESS: (P.O. BOX UNACCEPTABLE)   ADDRESS:      One Corporate Center, Fl. 14   CITY:      Hartford   STATE:        CT                         ZIP:      06103-3220

		ACCEPTANCE OF APPOINTMENT C T Corporation System
SIGNATURE OF AGENT:		/s/ Joe Villeda		Joe Villeda Assistant Secretary

5. ELECTION OF BENEFIT CORPORATION STATUS (MUST check box if applicable.):   The Corporation elects to be a Benefit Corporation. In addition to any other stated purposes for which the corporation is formed, the corporation shall also have the purpose to create a general public benefit as defined in the Connecticut Benefit Corporation Act. [NOTE: If the corporation also seeks to have one or more specific public benefit(s) in addition to the general public benefit, then the corporation must set forth the specific public benefit(s), if any, in Box 6, below, under “Other Provisions”.]
6. OTHER PROVISIONS:   Attached.
7. CORPORATION EMAIL ADDRESS - REQUIRED: (IF NONE, MUST STATE “NONE.”)   None.

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		FILING #0005284230 PG 04 OF 04 VOL B-02038 FILED 02/24/2015 01:19 PM PAGE 01828 SECRETARY OF THE STATE CONNECTICUT SECRETARY OF THE STATE

 

8. EXECUTION: CERTIFICATE MUST BE SIGNED BY EACH INCORPORATOR           DATED THIS  23rd                             DAY OF   February                                , 2015
NAME OF INCORPORATOR(S)     (print or type)		ADDRESS				SIGNATURE(S)
George Lofaso		ADDRESS:         CITY:       STATE:		c/o Latham & Watkins LLP   885 Third Avenue   New York   NY             ZIP:      10022		/s/ George Lofaso
		ADDRESS:       CITY:       STATE:		ZIP:
		ADDRESS:       CITY:       STATE:		ZIP:

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		FILING #0005284230 PG 03 OF 04 VOL B-02038 FILED 02/24/2015 01:19 PM PAGE 01827 SECRETARY OF THE STATE CONNECTICUT SECRETARY OF THE STATE

ATTACHMENT TO THE CERTIFICATE OF INCORPORATION

OF

GREEN MERGER SUB, INC.

 

1.	The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Connecticut Business Corporation Act as it now exists or may hereafter be amended and supplemented.

 

2.	In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the bylaws of the Corporation.

 

3.

No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of duty as a director for an amount that is in excess of the compensation received by the director for serving the corporation during the year of the violation if such breach did not: (A) involve a knowing and culpable violation of law by the director, (B) enable the director or an associate, as defined in section 33-840 of the Connecticut Business Corporation Act, to receive an improper personal economic gain, (C) show a lack of good faith and a conscious disregard for the duty of the director to the corporation under circumstances in which the director was aware that his conduct or omission created an unjustifiable risk of serious injury to the corporation, (D) constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the director’s duty to the corporation, or (E) create liability under section 33-757 Connecticut Business Corporation Act, provided that this limitation of liability provision shall not limit or preclude the liability of a director for any act or omission occurring prior to the effective date of this provision. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.