Middlesex Water Company filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On May 12, 2025, Middlesex Water Company (“Middlesex”) entered into an ATM Equity OfferingSM Sales Agreement (the “Equity Sales Agreement”) with BofA Securities, Inc., Robert W. Baird & Co. Incorporated, and Janney Montgomery Scott LLC, as sales agents and/or principal (each, a “Sales Agent” and collectively, the “Sales Agents”), to sell shares of Middlesex common stock, no par value (the “Common Stock”), from time to time at the then prevailing market prices in an amount not to exceed $110,000,000, (the “Shares”), through “at-the-market” offerings (the “Offering”). Middlesex intends to use the net proceeds from the sale of any Shares to fund our capital expenditures, to purchase and maintain plant equipment, as well as other general corporate purposes.
Upon instruction by Middlesex to a Sales Agent, and subject to the terms and conditions of the Equity Sales Agreement, such Sales Agent will use commercially reasonable efforts consistent with their normal trading and sales practices, applicable state and federal laws, rules and regulations, and the rules of the Nasdaq Global Select Market to sell Shares based upon Middlesex’s instructions for the sales, including any price, time or size limits specified by Middlesex. Under the Equity Sales Agreement, the Sales Agents may sell the Shares by means of ordinary brokers’ transactions on Nasdaq or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The Sales Agents’ obligations to sell the Shares under the Equity Sales Agreement are subject to satisfaction of certain conditions, including customary closing conditions.
The Equity Sales Agreement provides that the Sales Agents will be entitled to compensation for their services in the form of a commission of up to 2.0% of the aggregate gross proceeds from each sale of the Shares, and Middlesex has agreed to reimburse the Sales Agents for certain specified expenses, subject to such limitations set forth in the Equity Sales Agreement. Middlesex is not obligated to sell any Shares under the Equity Sales Agreement. The Equity Sales Agreement may be terminated by Middlesex at any time by giving advance written notice to the Sales Agents for any reason or by each Sales Agent at any time, with respect to such Sales Agent only, by giving advance written notice to Middlesex for any reason or immediately under certain circumstances, including but not limited to the occurrence of a material adverse change with respect to Middlesex.
Any sales and issuances of Shares under the Equity Sales Agreement will be made pursuant to Middlesex’s effective shelf registration statement on Form S-3 (File No. 333-287177) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2025. On the date hereof, Middlesex filed a prospectus supplement with the SEC in connection with the offer and sale of Shares pursuant to the Equity Sales Agreement.
The foregoing description of the Equity Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities under the Equity Sales Agreement, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 8.01 Other Events.
In connection with the Offering, the legal opinion as to the legality of the Shares is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit | ||
| No. | Description of Document | |
| 1.1 | ATM Equity Offering Sales Agreement, dated May 12, 2025, by and among Middlesex Water Company and BofA Securities, Inc., Robert W. Baird & Co. Incorporated, and Janney Montgomery Scott LLC | |
| 5.1 | Opinion of Saul Ewing LLP | |
| 23.1 | Consent of Saul Ewing LLP (included in Exhibit 5.1) | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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.
| MIDDLESEX WATER COMPANY | ||
| By: | /s/ Mohammed G. Zerhouni | |
| Senior Vice President, Chief Financial Officer, and Treasurer | ||
Date: May 12, 2025