VECTREN UTILITY HOLDINGS, INC. (an Indiana corporation) AND THE GUARANTORS NAMED HEREIN Senior Debt Securities TERMS AGREEMENT
Exhibit
1.2
EXECUTION
COPY
VECTREN
UTILITY HOLDINGS, INC.
(an
Indiana corporation)
AND
THE
GUARANTORS NAMED HEREIN
Senior
Debt Securities
November
16, 2005
To: Vectren
Utility Holdings, Inc.
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇
Ladies
and Gentlemen:
We
understand that Vectren
Utility Holdings, Inc.,
an
Indiana
corporation (the “Company”), proposes to issue and sell $75,000,000 aggregate
principal amount of its 5.45% Senior Notes due December 1, 2015 (the “5.45%
Senior Notes”) and $75,000,000 aggregate principal amount of its 6.10% Senior
Notes due December 1, 2035 (the “6.10% Senior Notes”, and together with the
5.45% Senior Notes, the “Initial Underwritten Securities”). Subject to the terms
of the Indenture, the Initial Underwritten Securities will be fully and
unconditionally guaranteed as to payment of principal, premium (if any) and
interest (the “Guarantees”) by Indiana Gas Company, Inc., Southern Indiana Gas
and Electric Company and Vectren Energy Delivery of Ohio, Inc. (the “Initial
Guarantors”). Subject to the terms and conditions set forth or incorporated by
reference herein, we, the underwriters named below (the “Underwriters”), offer
to purchase from the Company, and the Company agrees to sell to the
Underwriters, severally and not jointly, the principal amount of Initial
Underwritten Securities opposite the names of the Underwriters set forth below
at the purchase price set forth below.
1
|
Principal
Amount
Of
2015 Notes
|
Principal
Amount
Of
2035 Notes
|
|
|
Underwriter
LaSalle
Financial Services, Inc
Wachovia
Capital Markets, LLC
Fifth
Third Securities, Inc.
Wedbush
▇▇▇▇▇▇ Securities Inc
Banc
of America Securities LLC
BNY
Capital Markets, Inc.
▇▇▇▇▇▇
▇▇▇▇▇▇ & Company, Inc.
NatCity
Investments, Inc.
▇▇▇▇▇
▇▇▇▇▇▇▇ & Co.
|
$
39,750,000
11,250,000
4,500,000
4,500,000
3,000,000
3,000,000
3,000,000
3,000,000
3,000,000
|
$
39,750,000
11,250,000
4,500,000
4,500,000
3,000,000
3,000,000
3,000,000
3,000,000
3,000,000
|
|
________________
|
________________
|
|
|
Total
|
$75,000,000
|
$75,000,000
|
|
The
Initial Underwritten Securities shall have the following
terms:
|
||
|
Titles:
|
5.45%
Senior Notes due December 1, 2015
6.10%
Senior Notes due December 1, 2035
|
|
|
Rank:
|
Unsecured
senior indebtedness
|
|
|
Guarantees:
|
Guaranteed
by the Initial Guarantors
|
|
|
Ratings:
|
“Baa1”
by ▇▇▇▇▇’▇ Investors Service, Inc.
“A-”
by Standard & Poor’s Ratings Services
|
|
|
Aggregate
principal amount:
|
$75,000,000
of 5.45% Senior Notes
$75,000,000
of 6.10% Senior Notes
|
|
|
Denominations:
|
$1,000
and integral multiples thereof
|
|
|
Currency
of payment:
|
U.S.
Dollars
|
|
|
Interest
rate or formula:
|
5.45%
Senior Notes: 5.45% per annum
6.10%
Senior Notes: 6.10% per annum
|
|
|
Interest
payment dates:
|
June
1 and December 1 of each year, commencing June 1, 2006
|
|
|
Regular
record dates:
|
The
15th
calendar day of the month immediately preceding the month in which
each
Interest Payment Date falls
|
|
2
|
Stated
maturity date:
|
5.45%
Senior Notes: December 1, 2015
6.10%
Senior Notes: December 1, 2035
|
|
Redemption
provisions:
|
The
Notes
are
redeemable at any time at the option of the Company in whole or in
part,
upon not less than 30 calendar days and not more than 60 calendar
days
prior written notice at a price equal to the greater of (1) 100%
of the
principal amount to be redeemed and (2) the sum of the present values
of
the remaining scheduled payments of principal and interest on the
Notes,
discounted to the redemption date on a semi-annual
basis
at the Treasury Rate plus 20 basis points, in the case of the 5.45%
Senior
Notes, and 25 basis points, in the case of the 6.10% Senior Notes,
plus in
each case unpaid interest accrued to the redemption
date.
|
|
Sinking
fund requirements:
|
The
Notes will not have the benefit of, or be subject to, any sinking
fund.
|
|
Defeasance
provisions:
|
The
Notes are subject to defeasance and covenant defeasance as provided
in
Article 8 of the Indenture.
|
|
Fixed
or Variable Price Offering:
|
5.45%
Senior Notes: 99.799% of the principal amount, plus accrued interest,
if
any, from November 21, 2005.
6.10%
Senior Notes: 99.779% of the principal amount, plus accrued interest,
if
any, from November 21, 2005.
|
|
Over-allotment
option:
|
None
|
|
Form:
|
Book-entry
|
|
Listing:
|
None
|
3
|
Lock-Up
Agreements:
|
The
Company has agreed, during the period of 90 days from the Settlement
Date,
not to sell, offer to sell, grant any option for the sale of, or
otherwise
dispose of any additional Initial Underwritten Securities, any security
convertible into or exchangeable into or exercisable for Initial
Underwritten Securities or any debt securities substantially similar
to
the Initial Underwritten Securities or any security convertible into,
exchangeable into to exercisable for any such debt securities, without
the
prior written consent of the Underwriters.
|
|
Other
terms and conditions:
|
None.
|
|
Closing
date and location:
|
November
21, 2005
at
Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP,
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
|
All
of
the provisions contained in the document attached as Annex I hereto entitled
“Vectren
Utility Holdings, Inc.--
Debt
Securities.--
Underwriting Agreement” are hereby incorporated by reference in their entirety
herein and shall be deemed to be a part of this Terms Agreement to the same
extent as if such provisions had been set forth in full herein. Terms defined
in
such document are used herein as therein defined.
4
Please
accept this offer on November
16, 2005
by
signing a copy of this Terms Agreement in the space set forth below and
returning the signed copy to us.
|
Very
truly yours,
|
|||
|
LASALLE
FINANCIAL SERVICES, INC.
|
|||
|
By:
|
/s/
▇▇▇▇▇ ▇▇▇▇
|
||
|
Authorized
Signatory
|
|||
For
itself and as Representative of the other named Underwriters.
5
|
Accepted:
|
||
|
VECTREN
UTILITY HOLDINGS, INC.
|
||
|
as
Issuer
|
||
|
By:
|
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
|
|
|
Name:
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
|
|
Title:
|
Vice
President and Treasurer
|
|
|
INDIANA
GAS COMPANY, INC.,
|
||
|
as
Guarantor
|
||
|
By:
|
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
|
|
|
Name:
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
|
|
Title:
|
Vice
President and Treasurer
|
|
|
SOUTHERN
INDIANA GAS AND ELECTRIC COMPANY
|
||
|
as
Guarantor
|
||
|
By:
|
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
|
|
|
Name:
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
|
|
Title:
|
Vice
President and Treasurer
|
|
|
VECTREN
ENERGY DELIVERY OF OHIO, INC.
|
||
|
as
Guarantor
|
||
|
By:
|
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
|
|
|
Name:
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
|
|
Title:
|
Vice
President and Treasurer
|
|
6