f8k102907spa.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
DATE
OF REPORT (Date of earliest event reported): October 25, 2007
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Commission
File
Number
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Exact
Name of Registrant as Specified in Charter, State of Incorporation,
Address of Principal Executive Office and Telephone Number
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IRS
Employer
Identification
Number
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1-16305
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PUGET
ENERGY, INC.
A
Washington Corporation
10885
– N.E. 4th Street, Suite 1200
Bellevue,
Washington 98004-5591
(425)
454-6363
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91-1969407
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Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[X]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT.
STOCK
PURCHASE AGREEMENT
Puget
Energy, Inc. (“Puget Energy”), a Washington corporation, has entered into a
Stock Purchase Agreement, dated as of October 25, 2007 (the “Agreement”), with
Macquarie Infrastructure Partners A, L.P., Macquarie Infrastructure Partners
International, L.P., Macquarie Infrastructure Partners Canada, L.P. Padua MG
Holdings, Inc., Macquarie FSS Infrastructure Trust, CPP Investment Board (USRE
II) Inc., Padua Investment Trust, PIP2PX (PAD) Ltd, and PIP2GV (PAD) Ltd
(collectively, the “Purchasers”) pursuant to which the Purchasers will severally
acquire, and Puget Energy will issue to the Purchasers, 12,500,000 shares of
Puget Energy common stock, par value $0.01 per share. The Purchasers will pay
$23.67 per share so issued. Puget Energy intends to use the proceeds
from this issuance to invest in its wholly owned subsidiary, Puget Sound Energy,
Inc., for capital expenditures, debt redemption and working
capital.
Each
Purchaser is a member of Padua Holdings LLC, a Delaware limited liability
company (“Padua”). Concurrent with the
execution of the Agreement, Puget Energy entered into an Agreement and Plan
of
Merger with Padua, Padua Intermediate Holdings, Inc. and Padua Merger Sub,
Inc.
(the “Merger Agreement”). The Agreement and Merger Agreement are
separate transactions that include, among other things, different conditions
to
each party’s obligation to close the transaction and different termination
rights.
The
consummation of the sale of securities to the Purchasers pursuant to the
Agreement is subject to the satisfaction of customary closing
conditions. The Agreement also contains representations, warranties
and covenants of Puget Energy and the Purchasers including, among others,
covenants imposing confidentiality and standstill obligations on the Purchasers,
covenants imposing restrictions of the Purchasers’ rights to transfer and vote
the acquired shares during the pendency of the Merger Agreement and
indemnification obligations on the part of each party with respect to certain
liabilities of the other party incurred in connection with the transaction;
provided that Puget Energy will not be required to make any payments under
this
indemnification obligation unless and until the Merger Agreement is terminated.
In addition, Puget Energy has granted the Purchasers registration rights with
respect to the acquired shares following any termination of the Merger
Agreement.
The
Agreement may be terminated (i) by the Purchasers if the closing has not
occurred and the Merger Agreement is terminated for any reason or by Puget
Energy if the closing has not occurred and the Merger Agreement is terminated
due to Parent’s breach thereof, and (ii) by either Puget Energy or the
Purchasers who have agreed to purchase 90% of the shares under the Agreement
if
the closing under the Agreement has not occurred on or prior to January 31,
2008, subject to a two month extension under certain circumstances.
The
foregoing description of the Agreement is only a summary and does not purport
to
be complete. A copy of the Agreement is attached hereto as Exhibit
10.1 and incorporated herein by reference.
FORWARD-LOOKING
STATEMENTS
Certain
statements in this report regarding the proposed transaction between Puget
Energy and the Purchasers constitute “forward−looking statements” under the
federal securities laws. These forward looking statements are subject to a
number of substantial risks and uncertainties and may be identified by the
words
“will,” “anticipate,” “believe,” “expect,” “may” or “intend” or similar
expressions. Actual results could differ materially from these forward−looking
statements. Factors that might cause or contribute to such material differences
include, but are not limited to, the possibility that the purchase of shares
under the Agreement will not close or that the closing will be delayed, the
ability of Puget Energy and the Purchasers to obtain clearance under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other
events and factors disclosed previously and from time to time in Puget Energy’s
filings with the Securities and Exchange Commission (“SEC”), including Puget
Energy’s Annual Report on Form 10−K for the year ended December 31, 2006. Puget
Energy disclaims any obligation to update any forward−looking statements after
the date of this Current Report. You should not place undue reliance on any
forward−looking statements contained herein. Except as expressly required by the
federal securities laws, Puget Energy undertakes no obligation to update such
factors or to publicly announce the results of any of the forward−looking
statements contained herein to reflect future events, developments, changed
circumstances or for any other reason.
ADDITIONAL
INFORMATION ABOUT THE MERGER TRANSACTION
The
transactions contemplated under the Agreement do not require the approval of
Puget Energy’s shareholders; however, in connection with the separate
transaction proposed under the Merger Agreement, Puget Energy will file a proxy
statement with the SEC. Before making any voting or investment decision
on the proposed merger transaction, investors and security holders of Puget
Energy are urged to carefully read the entire proxy statement, when it becomes
available, and any other relevant documents filed with the SEC, as well as
any
amendments or supplements to those documents, because they will contain
important information about the merger transaction. A definitive proxy statement
will be sent to the shareholders of Puget Energy in connection with the proposed
merger transaction. Investors and security holders may obtain a free
copy of the proxy statement (when available) and other documents filed by Puget
Energy at the SEC’s website at http://www.sec.gov. The proxy statement and such
other documents may also be obtained for free from Puget Energy by directing
such request to Puget Energy, 10885 NE 4th Street, Suite 1200 Bellevue,
Washington 98004, Attention: Sue Gladfelter.
PARTICIPANTS
IN THE SOLICITATION RELATING TO THE MERGER TRANSACTION
Puget
Energy, its directors, executive officers and other members of its management,
employees, and certain other persons may be deemed to be participants in the
solicitation of proxies from Puget Energy shareholders in connection with the
transaction proposed under the Merger Agreement. Information about the interests
of Puget Energy’s participants in the solicitation is set forth in Puget
Energy’s proxy statements and Annual Reports on Form 10-K, previously filed with
the SEC and in the proxy statement relating to the transaction when it becomes
available.
ITEM
9.01. FINANCIAL STATEMENTS AND
EXHIBITS.
(c)
EXHIBITS.
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10.1
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Stock
Purchase Agreement, dated October 25, 2007, by and among Puget Energy,
Inc. and the Purchasers named
therein.
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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.
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PUGET
ENERGY, INC.
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By:
/s/ Jennifer L. O’Connor
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Dated:
October 29, 2007
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Jennifer
L. O’Connor
Senior
Vice President, General Counsel, Chief Ethics and Compliance Officer,
and
Corporate Secretary
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EXHIBIT
INDEX
EXHIBIT DESCRIPTION
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10.1
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Stock
Purchase Agreement, dated as of October 25, 2007 by and among Puget
Energy, Inc. and the Purchasers named
therein.
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