Item 7.01 Regulation FD Disclosure
On May 20, 2009, UIL Holdings Corporation (the Registrant) issued a press
release announcing that the public offering of 4,000,000 shares of its common
stock was priced at $21.00 per share. A copy of the press release is attached
hereto as Exhibit 99.1.
The Registrant is furnishing the information in this Item 7.01 and in
Exhibit 99.1 to comply with Regulation FD. Such information, including
Exhibit 99.1, shall not be deemed "filed" for any purpose, including for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of that Section. The
information in this Item 7.01, including Exhibit 99.1, shall not be deemed
incorporated by reference into any filing under the Securities Act of 1933 as
amended, or the Exchange Act, regardless of any general incorporation language
in such filings.
Item 8.01 Other Events
On May 20, 2009, the Registrant entered into an underwriting agreement with J.P.
Morgan Securities Inc. and Morgan Stanley & Co. Incorporated in connection with
the public offering and sale by the Registrant of 4,000,000 shares of the
Registrant's common stock at a price of $21.00 per share. Pursuant to the terms
of the underwriting agreement, the Registrant also granted the underwriters a
30-day option to purchase up to an additional 600,000 shares of the Registrant's
common stock. The shares will be issued in an underwritten public offering
pursuant to the Registrant's Registration Statement on Form S-3 (Registration
No. 333-157854), filed with the Securities and Exchange Commission on March 11,
2009, and the related prospectus dated March 11, 2009 and prospectus supplement
dated May 20, 2009. The closing of the offering is expected to occur on May 27,
2009, subject to the satisfaction of customary closing conditions.
The above description of the underwriting agreement is qualified in its entirety
by reference to the full text of the underwriting agreement, a copy of which is
filed as Exhibit 1.1 hereto and is incorporated herein by reference.
In connection with the offering of the common stock described above, the
Registrant is filing certain exhibits as part of this Current Report on Form 8-K
(Exhibits 1.1, 5.1 and 23.1) that are to be incorporated by reference in their
entirety into the Registration Statement.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits: The following exhibits are filed, or in the case of Exhibit 99.1
furnished, as part of this report:
Exhibit Description
1.1 Underwriting Agreement, dated May 20, 2009 among UIL Holdings Corporation,
and J.P. Morgan Securities, Inc. and Morgan Stanley & Co. Incorporated, as
representatives of the several underwriters
5.1 Opinion of Wiggin and Dana LLP, acting as counsel to UIL Holdings
Corporation, with respect to the legality of the common stock being
registered
23.1 Consent of Wiggin and Dana LLP, acting as counsel to UIL Holdings
Corporation (included in Exhibit 5.1 hereto)
99.1 Press release issued by UIL Holdings Corporation on May 20, 2009
Information Regarding Forward-Looking Statements
Certain statements contained in this report, and the exhibits filed or furnished
herewith, regarding matters that are not historical facts, are forward-looking
statements (as defined in the Private Securities Litigation Reform Act of 1995).
These include statements regarding management's intentions, plans, beliefs,
expectations or forecasts for the future. Such forward-looking statements are
based on the Registrant's expectations and involve risks and uncertainties;
consequently, actual results may differ materially from those expressed or
implied in the statements. Such risks and uncertainties include, but are not
limited to, general economic conditions, conditions in the debt and equity
markets, legislative and regulatory changes, changes in demand for electricity
and other products and services, unanticipated weather conditions, changes in
accounting principles, policies or guidelines, and other economic, competitive,
governmental, and technological factors affecting the operations, timing,
markets, products, services, and prices of the Registrant's subsidiaries. The
foregoing and other factors are discussed and should be reviewed in the
Registrant's most recent Annual Report on Form 10-K, as amended, and other
subsequent filings with the Securities and Exchange Commission. Forward-looking
statements speak only as of the date hereof and the Registrant undertakes no
obligation to revise or update such statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events or circumstances.