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NYSE: UTL UNITIL CORP 8-K

Unitil closes $55.8M acquisition of two NH water companies, adds 11,000 customers

Filed July 7, 2026 · Period ending June 30, 2026 · ~1 min read

5 key changes 2 high relevance 3 sections

Key Changes

  • high

    Unitil completed purchase of Aquarion Water Company of NH and Abenaki Water Co. for $55.8M on June 30, 2026, adding ~11,000 customers across eight NH communities and $47M rate base to its portfolio.

    Exhibit 99.1 view on EDGAR →
  • high

    Company financed the acquisition with a $42.7M draw on its $50M Tranche B credit facility from Scotiabank at SOFR+1.25%, bringing total facility utilization to $128.7M across two tranches.

    Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
  • medium

    Acquisition scope narrowed from original May 2025 agreement to exclude Massachusetts water company, proceeding only with two NH entities after regulatory approvals from NH and Maine utility commissions.

    Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
  • medium

    Unitil entered five-year transition services agreement with seller Aquarion Water Authority to maintain operations at cost-plus-5% while integrating the acquired systems into its platform.

    Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
  • medium

    Management expects the deal to be earnings accretive long-term and support the company's 5-7% annual EPS growth target; total customer base now ~226,100 across three states.

    Exhibit 99.1 view on EDGAR →

Summary

Unitil closed its acquisition of two New Hampshire water utilities from Aquarion Water Authority on June 30, 2026, paying $55.8 million including $13.7 million of assumed debt. The deal adds approximately 11,000 water customers and 150 miles of distribution infrastructure with an estimated $47 million rate base, expanding Unitil's footprint to 226,100 total customers across New Hampshire, Maine, and Massachusetts.

The company financed the purchase with a $42.7 million draw on its Scotiabank credit facility at SOFR plus 1.25%, bringing total borrowings under the two-tranche facility to $128.7 million against a $136 million limit.

The transaction represents Unitil's first expansion into New Hampshire water services and follows a scope reduction from the original May 2025 agreement, which excluded a Massachusetts water company after amendments. Unitil secured a five-year transition services agreement with Aquarion to maintain operational continuity while integrating the systems. Management projects the acquisition will be earnings accretive over the long term and support the company's stated 5-7% annual EPS growth target. The credit facility's sole financial covenant caps funded debt to capitalization at 65%, tested quarterly.

Section-by-Section Diff

Event · Exhibit 99.1

4 Added
Added Acquisition completion high

Added in current filing · view on EDGAR →

Unitil Corporation (NYSE:UTL) (“Unitil” or the “Company”) (unitil.com) today announced that it completed the purchase of Aquarion Water Company of New Hampshire, Inc. and Abenaki Water Co., Inc. (the “Aquarion Companies”) from the Aquarion Water Authority (“AWA”). The Stock Purchase Agreement (the “Agreement”) between Unitil and the AWA was first announced on May 6, 2025 and subsequently amended, including to limit Unitil’s purchase to the two Aquarion Companies. All conditions of the Agreement, as amended, including the receipt of approvals from the New Hampshire and Maine Public Utilities Commissions, were materially completed as of the closing date.

Unitil closed its acquisition of two water companies in New Hampshire from Aquarion Water Authority on June 30, 2026. The deal, originally announced in May 2025 and subsequently amended to limit the scope to these two companies, received all required regulatory approvals from New Hampshire and Maine utility commissions.

Added Acquisition scale and customer base high

Added in current filing · view on EDGAR →

The water systems of the Aquarion Companies include approximately 150 miles of water distribution mains and serve approximately 11,000 customers in eight communities in New Hampshire. The Aquarion Companies’ rate base is estimated to be approximately $47.0 million as of December 31, 2025. With this acquisition, Unitil serves approximately 226,100 customers throughout New Hampshire, Maine, and Massachusetts.

The acquired water systems add approximately 11,000 customers across eight New Hampshire communities, with 150 miles of distribution infrastructure and an estimated rate base of $47 million. This expands Unitil's total customer base to approximately 226,100 across its three-state service territory.

Added Purchase price and financing high

Added in current filing · view on EDGAR →

The purchase price was $55.8 million, including the assumption of approximately $13.7 million of debt, plus approximately $0.6 million for estimated working capital and reimbursable capital expenditures. Unitil funded the purchase price through a term loan from Scotiabank.

Unitil paid $55.8 million for the acquisition, which includes assuming $13.7 million of existing debt and an additional $0.6 million for working capital and capital expenditures. The company financed the purchase entirely through a term loan from Scotiabank.

Added Expected financial impact medium

Added in current filing · view on EDGAR →

The acquisition of the Aquarion Companies is expected to be earnings accretive over the long-term, supporting Unitil’s long-term earnings per share growth of 5% to 7%.

Management expects the acquisition to be earnings accretive over the long term and to support the company's stated long-term earnings per share growth target of 5% to 7%. This represents Unitil's first expansion into water utility services within New Hampshire.

Event · Item 8.01 — Other Events

~95 words

Unitil completed acquisition of AWC-NH and Abenaki for $42.7 million cash on June 30, 2026.

2 Added
Added Acquisition completion high

Added in current filing · verify on EDGAR →

On June 30, 2026, Unitil and Seller completed Unitil’s acquisition of all of the outstanding shares of capital stock of AWC-NH and Abenaki from Seller pursuant to the Purchase Agreement.

Unitil closed its acquisition of two companies, AWC-NH and Abenaki, on June 30, 2026. The transaction was completed under a previously announced purchase agreement, with Unitil acquiring all outstanding shares of both entities.

Added Purchase consideration high

Added in current filing · verify on EDGAR →

Pursuant to the Purchase Agreement, as consideration for the shares of capital stock of AWC-NH and Abenaki, Unitil paid Seller $42.1 million in cash for the stock, plus approximately $0.6 million for estimated working capital and reimbursable capital expenditures.

Unitil paid total consideration of approximately $42.7 million in cash, consisting of $42.1 million for the stock plus $0.6 million for working capital and capital expenditures. This all-cash transaction expands Unitil's asset base and service territory.

Event · Item 1.01 — Entry into a Material Definitive Agreement

~3,400 words

Unitil closed acquisition of two water companies, drew $42.7M on credit facility, and narrowed prior purchase agreement to exclude Massachusetts entity.

4 Added
Added Acquisition scope narrowed high

Added in current filing · verify on EDGAR →

Amendment No. 4, among other things, further amended the Purchase Agreement by limiting the entities that the Company would purchase from Seller under the Purchase Agreement to AWC-NH and Abenaki.

Unitil amended its May 2025 purchase agreement to exclude Aquarion Water Company of Massachusetts (AWC-MA) from the acquisition, proceeding only with the New Hampshire water company (AWC-NH) and Abenaki Water Co. The original agreement covered all three entities; this June 30, 2026 amendment narrows the transaction to two.

Added Credit facility amended and drawn high

Added in current filing · verify on EDGAR →

The Credit Agreement has a borrowing limit of $86.0 million with respect to the Tranche A Loan thereunder (which relates to the Company’s acquisition of Maine Natural Gas Corporation) and $50.0 million with respect to the Tranche B Loan thereunder (which relates to the Company’s acquisition of AWC-NH and Abenaki). ... On October 31, 2025, Unitil borrowed $86.0 million to partially finance its acquisition of Maine Natural Gas Corporation. On June 30, 2026, Unitil borrowed $42.7 million to finance its acquisitions of AWC-NH and Abenaki.

Unitil entered into an amended $136 million credit facility with Bank of Nova Scotia, structured as two tranches: $86M for the Maine Natural Gas acquisition (fully drawn in October 2025) and $50M for the water company acquisitions. On June 30, 2026, Unitil drew $42.7 million under Tranche B to fund the closing of the AWC-NH and Abenaki purchases. Interest is SOFR-based plus 1.25% margin for term loans or prime-based plus 0.25% for daily rate loans.

Added Transition services agreement medium

Added in current filing · verify on EDGAR →

Pursuant to the Operating and Transition Services Agreement, AWA and certain of its affiliates will provide AWC-NH and Abenaki with certain services, for up to 60 months, in order to continue the operation and maintenance of AWC-NH and Abenaki substantially consistent with past practices until AWA and Unitil have accomplished the transition of functions that were performed by AWA (or its affiliates) prior to the closing of Unitil’s acquisition of AWC-NH and Abenaki. Unitil will pay AWA a monthly payment to reimburse AWA (or its affiliates) for the actual cost of provision of such services plus a margin of 5%, subject to limitation.

Unitil entered into a transition services agreement with Aquarion Water Authority (AWA) under which AWA will continue operating and maintaining the acquired water companies for up to five years while Unitil transitions the functions in-house. Unitil will reimburse AWA for actual costs plus a 5% margin. This arrangement ensures operational continuity during the integration period.

Added Credit facility financial covenant medium

Added in current filing · verify on EDGAR →

The only financial covenant in the Credit Agreement provides that Unitil’s Funded Debt to Capitalization (as each term is defined in the Credit Agreement) cannot exceed 65% tested on a quarterly basis.

The credit facility imposes a single financial covenant: Unitil's funded debt to capitalization ratio must remain at or below 65%, tested quarterly. This is the sole quantitative financial restriction on the company under the facility, alongside standard operational covenants and cross-default provisions.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 8, 2026 · How we verify