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EX-99.3 - UIL EXHIBITY 99.3 - UIL HOLDINGS CORPuil_exh99-3.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  August 18, 2010


UIL Logo
(Exact name of registrant as specified in its charter)

Connecticut
1-15052
06-1541045
(State or other jurisdiction
(Commission
(IRS Employer
of Incorporation)
File Number)
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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

Explanatory Note — This Form 8-K/A Amendment No. 1 is being filed solely to amend Exhibit 99.3 to reflect additional available information regarding goodwill impairment at The Berkshire Gas Company in the Unaudited Pro Forma Condensed Combined Statements of Income for the six months ended June 30, 2010 and the Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2010 previously filed as Exhibit 99.3 to the Form 8-K filed on August 18, 2010.

INTRODUCTION
 
As previously reported, on May 25, 2010, UIL Holdings Corporation (the “Registrant” or “UIL Holdings”) entered into a Purchase Agreement (the “Purchase Agreement”), by and between Iberdrola USA, Inc. (f/k/a Energy East Corporation, the “Seller”) and UIL Holdings.  The Purchase Agreement provides for the sale to UIL Holdings (the “Acquisition”) of (i) Connecticut Energy Corporation (“CEC”), the owner of The Southern Connecticut Gas Company (“SCG”), (ii) CTG Resources, Inc. (“CTG”), the owner of Connecticut Natural Gas Corporation (“CNG”), and (iii) Berkshire Energy Resources (“BER”), the owner of The Berkshire Gas Company (“Berkshire”). Each of CEC, CTG and BER is a wholly owned subsidiary of Seller.

Pursuant to the Purchase Agreement, at closing UIL Holdings will acquire all of the outstanding shares of capital stock of CEC, CTG and BER for aggregate consideration of $1.296 billion, less net debt assumed of approximately $411 million resulting in an expected payment at closing of approximately $885 million, subject to post-closing adjustments.  This sale is contingent upon obtaining regulatory approvals from public utility regulators in Connecticut for CEC and CTG.  There are certain limited circumstances in which the purchase of CEC and CTG could close prior to the closing of the Berkshire transaction. As provided in the Purchase Agreement, the aggregate consideration payable by UIL Holdings on closing is further subject to adjustment (upward or downward) based upon changes in the net working capital of the target companies as of the closing relative to a net working capital target.

This Current Report on Form 8-K contains:

·  
historical financial statements of CEC and CTG, in accordance with Rule 3-05 of Regulation S-X and the significant subsidiary rules outlined in Regulation S-X; and

·  
pro forma financial information of UIL Holdings, CEC, CTG and Berkshire in accordance with Article 11 of Regulation S-X giving effect to certain pro forma events relating to the pending Acquisition.

The historical financial statements of CEC and CTG include the results of CNE Energy Services Group, Inc. (CNE Energy) and TEN Companies, Inc. (TEN).  These subsidiaries of CEC and CTG are involved in operations outside the regulatory gas distribution business and are not included in the Acquisition.  The attached pro forma financial information reflects the removal of CNE Energy and TEN.


 
 

 

Item 9.01 Financial Statements and Exhibits.

(a)    Financial Statements of Businesses Acquired.

Filed herewith are the following financial statements of CEC and CTG:

Audited Combined Financial Statements of CEC and CTG for the years ended December 31, 2009, 2008, and 2007

Unaudited Condensed Combined Financial Statements of CEC and CTG for the three and six months then ended June 30, 2010 and 2009

(b)    Pro Forma Financial Information.

Filed herewith is the following pro forma financial information:

Unaudited Pro Forma Condensed Combined Statements of Income for the six months ended June 30, 2010 and for the year ended December 31, 2009 and Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2010 of UIL Holdings, CEC, CTG, and Berkshire.

(d)    Exhibits

The following exhibits are filed as part of this report:
   
23.1
Consent of PricewaterhouseCoopers LLP (1)
 
99.1
 
99.2
 
99.3
Audited Combined Financial Statements of CEC and CTG for the years ended December 31, 2009, 2008, and 2007 (1)
 
Unaudited Condensed Combined Financial Statements of CEC and CTG for the three and six months ended June 30, 2010 and 2009 (1)
 
Unaudited Pro Forma Condensed Combined Statements of Income for the six months ended June 30, 2010 and for the year ended December 31, 2009 and Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2010, of UIL Holdings, CEC, CTG, and Berkshire
 
 
(1) – Previously filed with the Form 8-K filed on August 18, 2010

 
 

 

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.


 
UIL HOLDINGS CORPORATION
 
Registrant


Date:  09/09/10
By                  /s/ Richard J. Nicholas                                                       
 
Richard J. Nicholas
 
Executive Vice President
 
and Chief Financial Officer


 
 

 

Exhibit Index


Exhibit
Description
   
23.1
 
99.1
 
99.2
 
99.3
Consent of PricewaterhouseCoopers LLP (1)
 
Audited Combined Financial Statements of CEC and CTG for the years ended December 31, 2009, 2008, and 2007 (1)
 
Unaudited Condensed Combined Financial Statements of CEC and CTG for the three and six months ended June 30, 2010 and 2009 (1)
 
Unaudited Pro Forma Condensed Combined Statements of Income for the six months ended June 30, 2010 and for the year ended December 31, 2009 and Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2010, of UIL Holdings, CEC, CTG, and Berkshire
 
 
(1) – Previously filed with the Form 8-K filed on August 18, 2010