DOVER, Del., Nov. 10, 2023 — Chesapeake Utilities Corporation (NYSE: CPK) today announced the pricing of an underwritten public offering of 3,859,649 shares of its common stock at an offering price of $85.50 per share. In connection with the offering, the underwriters have been granted a 30-day option to purchase up to 578,947 additional shares of the Company’s common stock. The offering is expected to close on November 14, 2023, subject to the satisfaction of customary closing conditions. The net proceeds from the offering, after deducting underwriting discounts and commissions and before estimated offering expenses, are expected to be $319.2 million (not including any exercise by the underwriters of their option to purchase additional shares). The net proceeds will be used to fund, in part, the acquisition of Florida City Gas, which is expected to close in the fourth quarter of 2023, and to pay related fees and expenses.
Barclays Capital Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC are acting as joint lead book-running managers for the offering. Citizens JMP Securities, LLC, PNC Capital Markets LLC, M&T Securities, Inc. and Janney Montgomery Scott LLC are acting as senior co-managers for the offering. Ladenburg Thalmann & Co. Inc., Maxim Group LLC, Sidoti & Company, LLC and Siebert Williams Shank & Co. LLC acted as co-managers for the offering.
A registration statement relating to the offering of common stock has been filed with the U.S. Securities and Exchange Commission (SEC) and became effective upon filing on August 31, 2023. A final prospectus supplement and accompanying prospectus relating to the common stock offered will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. When available, copies of the final prospectus supplement and accompanying prospectus relating to the common stock offering may be obtained by contacting Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, [email protected], (888) 603-5847; RBC Capital Markets, LLC, Attention: Equity Capital Markets, 200 Vesey Street, 8th Floor, New York, New York 10281, by telephone at (877) 822-4089, or by emailing [email protected]; and Wells Fargo Securities, LLC, Attention: Equity Syndicate Department, 500 West 33rd Street, New York, New York, 10001, at (800) 645-3751(option #5) or email a request to [email protected].
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, shares of Chesapeake’s common stock and will not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Chesapeake Utilities Corporation:
Chesapeake Utilities Corporation is a diversified energy delivery company, listed on the New York Stock Exchange. Chesapeake Utilities Corporation offers sustainable energy solutions through its natural gas transmission and distribution, electricity generation and distribution, propane gas distribution, mobile compressed natural gas utility services and solutions, and other businesses. For more information, visit www.chpk.com.
Please note that Chesapeake Utilities Corporation has no affiliation with Chesapeake Energy, an oil and natural gas exploration company headquartered in Oklahoma City, Oklahoma.
For more information, contact:
Beth W. Cooper
Executive Vice President, Chief Financial Officer, Treasurer and Assistant Corporate Secretary
302.734.6022
Michael Galtman
Senior Vice President and Chief Accounting Officer
302.217.7036
Cautionary Statements Regarding Forward-Looking Information:
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. One can typically identify forward-looking statements by the use of forward-looking words, such as “project,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “continue,” “potential,” “forecast” or other similar words, or future or conditional verbs such as “may,” “will,” “should,” “would” or “could.” In particular, statements as to the offering, its size, the use of proceeds and potential completion, and the timing of the completion of the acquisition of Florida City Gas, are forward-looking statements. These statements are based on our current intentions, plans, expectations, assumptions and beliefs. Forward-looking statements speak only as of the date they are made or as of the date indicated. All forward-looking statements are subject to a number of important factors, risks, uncertainties and assumptions that could cause actual results to differ materially from those described in any forward-looking statements. These factors and risks include, but are not limited to, unanticipated developments that could prevent, delay or negatively impact the amount of, timing of, or the completion of, the offering and the occurrence of any event, change or other circumstance that could cause the acquisition not to close in the anticipated timeframe or at all due to one or more of the closing conditions to the transaction not being satisfied or waived. These factors are in addition to the financial, operational and legal risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission. Applicable risks also include those identified under “Safe Harbor for Forward-Looking Statements” and Item 1A, “Risk Factors” in our Annual Report on Form 10-K and under the heading “Risk Factors” included in the preliminary prospectus supplement for the offering and in any subsequent filings with the SEC.
In light of these risks, uncertainties, and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. You are cautioned not to place undue reliance on any forward-looking statements.
SOURCE Chesapeake Utilities Corporation
