Item 1.01. Entry into a Material Definitive Agreement.
Background
As previously disclosed by
The APA provides for various closing conditions, including the receipt of the
approval of the
Settlement Agreement
On
Set forth below are descriptions of the provisions of the Settlement Agreement related to the DPU Required Resolution. The Settlement Agreement includes other provisions generally related to ratemaking and activities of Buyer and EGMA to occur after the closing of the Transaction and other conditions, as further described in the Settlement Agreement. Therefore, the below summary of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the provisions of the Settlement Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Termination of DPU Regulatory Matters. Under the Settlement Agreement, the Settling Parties agree that the terms of the Settlement Agreement achieve the DPU Required Resolution under the APA. Further, under the Settlement Agreement, CMA takes responsibility for the Greater Lawrence Incident and does not
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contest facts in the record sufficient to support the DPU's investigations into pipeline safety and emergency response in DPU 19-140 and 19-141, respectively. If adjudicated, CMA could be subject to the payment of penalties potentially up to the maximum allowed by law.
The Settling Parties also agree that, upon the closing of the Transaction,
(1) all pending actions, claims, investigations, lawsuits and proceedings
against
The Settling Parties also agree that, upon the closing of the Transaction, all pending actions, claims, investigations, lawsuits, and proceedings against the Discharged Persons, which are the subject of the Consent Order shall be settled, resolved, and terminated. The "Consent Order" is a consent order the DPU will be issuing in DPU 19-140, including Compliance Actions (as defined in the Consent Order) that correspond to the entirety of cases pending before the DPU. The Settling Parties further agree, upon the closing of the Transaction, that the Consent Order (and the DPU's associated Compliance Actions) addresses all outstanding pipeline safety compliance investigations, inquiries, or ongoing matters, regardless of whether subject to notices of probable violations (NOPVs) or related to the Greater Lawrence Incident, existing as of the execution date of the Settlement Agreement.
Termination of Massachusetts AGO Matters. Under the Settlement Agreement, the Settling Parties agree that, upon the closing of the Transaction, the Settlement Agreement shall constitute receipt from the AGO of an agreement, settlement, compromise, and consent: (1) to terminate with prejudice all pending actions, claims, lawsuits, investigations, or proceedings under the jurisdiction of the AGO against the Discharged Persons relating, arising out of, or in connection with, the Greater Lawrence Incident; and (2) not to commence on its own behalf any new action, claim, lawsuit, investigation or proceeding against any of the Discharged Persons relating, arising out of, or in connection with, the Greater Lawrence Incident.
Payment in Lieu of Penalties. Under the Settlement Agreement, the Settling
Parties agree that, at the closing of the Transaction,
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The Settlement Agreement and the above description of the Settlement Agreement have been included to provide investors and security holders with information regarding the terms of the Settlement Agreement and are not intended to provide any other factual information about the Settling Parties or any of their
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respective subsidiaries, affiliates or businesses. The representations and warranties contained in the Settlement Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Settlement Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to security holders and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by the parties to each other. Investors and security holders should not rely on the representations and warranties contained in the Settlement Agreement as characterizations of the actual state of facts or condition of the Settling Parties or any of their respective subsidiaries, affiliates or businesses.
Item 8.01. Other Events.
The close of the Transaction is targeted to occur by the end of the third quarter 2020 or shortly thereafter.
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of federal securities laws. Investors and prospective investors should
understand that many factors govern whether any forward-looking statement
contained herein will be or can be realized. Any one of those factors could
cause actual results to differ materially from those projected. Examples of
forward-looking statements in this report include, but are not limited to,
statements and expectations regarding the terms of the Settlement Agreement,
approval of the Settlement Agreement, the closing of the Transaction, and
developments and outcomes related to legal and regulatory matters. All
forward-looking statements are based on assumptions that management believes to
be reasonable; however, there can be no assurance that actual results will not
differ materially. Factors that could cause actual results to differ materially
from the plans discussed in this report include, among other things, the risk
that the Transaction may not be completed in a timely manner or at all due to
the failure to satisfy the conditions precedent to the consummation of the
Transaction or otherwise; unanticipated difficulties or expenditures relating to
the Transaction; compliance with the agreements entered into with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 10.1 Settlement Agreement, datedJuly 2, 2020 , by and amongBay State Gas Company d/b/aColumbia Gas of Massachusetts ,NiSource Inc. ,Eversource Gas Company of Massachusetts , Eversource Energy, theMassachusetts Attorney General's Office , theMassachusetts Department of Energy Resources the Low-Income Weatherization and Fuel Assistance Program Network 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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