UNITIL CORP 8-K

What Happened
Unitil Corporation announced on June 30, 2026 that it completed its acquisition of Aquarion Water Company of New Hampshire, Inc. (AWC‑NH) and Abenaki Water Co., Inc. (Abenaki) from Aquarion Water Authority (AWA). Unitil paid $42.1 million in cash for the shares plus approximately $0.6 million for estimated working capital and reimbursable capital expenditures. On the same date Unitil entered Amendment No. 4 to the Purchase and Sale Agreement, which narrowed the Purchase Agreement to only AWC‑NH and Abenaki (removing AWC‑MA from what Unitil will purchase under that agreement).

Also on June 30, 2026 Unitil entered an Amended and Restated Credit Agreement with The Bank of Nova Scotia. The facility consists of a Tranche A limit of $86.0 million (related to the Maine Natural Gas acquisition) and a Tranche B limit of $50.0 million (related to AWC‑NH and Abenaki). Unitil borrowed $42.7 million on June 30, 2026 under the Tranche B Loan to finance the AWC‑NH and Abenaki acquisitions; it previously borrowed $86.0 million on October 31, 2025 under Tranche A. The Credit Agreement terminates on June 30, 2027; Tranche A borrowings are due October 31, 2026 and Tranche B borrowings are due June 30, 2027. Interest options include SOFR‑based and a daily fluctuating prime/term SOFR alternative; the only financial covenant caps Funded Debt to Capitalization at 65% (quarterly).

Key Details

• Purchase consideration: $42.1M cash for stock + ~$0.6M estimated working capital/reimbursable capex (closing June 30, 2026).
• Credit facility: Tranche A $86.0M limit; Tranche B $50.0M limit; borrowings: $86.0M (Oct 31, 2025) and $42.7M (Jun 30, 2026).
• Repayment/term: Tranche A due Oct 31, 2026; Tranche B due Jun 30, 2027; facility terminates Jun 30, 2027.
• Integration support: Operating and Transition Services Agreement with AWA and Eversource for up to 60 months; Unitil (or Eversource for AWC‑MA) will reimburse AWA’s costs plus a 5% margin.

Why It Matters
This filing confirms Unitil has added AWC‑NH and Abenaki to its utility holdings and has financed the deal with bank term loans under a renewed credit agreement. Investors should note the near‑term repayment timelines (Tranche A due Oct 31, 2026; Tranche B due Jun 30, 2027) and the 65% Funded Debt to Capitalization covenant, which constrain leverage until amounts are repaid or refinanced. The operating/transition services arrangement may create ongoing cash payments (reimbursement + 5% margin) while Unitil assimilates operations. These are material financing and integration developments that affect Unitil’s balance sheet and short‑term liquidity planning.