Sunday, February 14, 2016
Empire District executives buy thousands of shares just before sale announcement
In the four days before the announcement that Canadian company Algonquin had entered into a deal to buy Empire District Electric Company for $2.4 billion and pay $34 per share, top Empire executives bought thousands of shares of time-vested restricted stock, according to documents filed with the Securities and Exchange Commission.
The purchases were for $29.53 per share, according to the documents.
CEO Bradley Beecher bought 4,441 shares on February 8 and 9,474 shares three days earlier. Beecher now owns 37,576 shares).
Others purchasing stock included the following:
CFO Laurie Delano- 1,726 shares on Feb 8, 3,677 shares on February 5. Delano owns 14,218 shares.
Vice President, Chief Operating Officer/Gas Ron Gatz- 1,799 shares on February 8, 3,864 shares on February 5.
Vice President Energy Supply Blake Mertens- 879 shares on February 8, 1,859 shares on February 5. Mertens owns 4,694 shares.
Vice President , Chief Operating Officer Electricity Kelly Walters- 1,497 shares February 8.
An 8K filing Friday with the Securities and Exchange Commission indicates that Empire District Electric Company's top officials have the option of receiving lump sum cash payments for their stock when the deal goes through:
On February 9, 2016, in connection with the approval of the Agreement and Plan of Merger dated as of February 9, 2016, by and between The Empire District Electric Company (the “Company”), Liberty Utilities (Central) Co. and Liberty Sub Corp. (the “Merger Agreement”), the Compensation Committee of the Company’s Board of Directors approved the amendment of outstanding performance-based restricted stock awards granted under The Empire District Electric Company 2006 Stock Incentive Plan and The Empire District Company 2015 Stock Incentive Plan, including performance-based restricted stock awards that were granted to the Company’s named executive officers.
Under the amendment, the outstanding performance-based restricted stock awards granted to each named executive officer are amended, effective upon and subject to the occurrence of the merger under the Merger Agreement, to provide that, as of the effective time under the Merger Agreement, each award will be cancelled and converted into the right to receive a lump-sum cash payment, payable in accordance with the Merger Agreement, equal to the product of (i) the merger consideration under the Merger Agreement, multiplied by (ii) the total number of shares of the Company’s common stock that would be earned for performance at target for the relevant performance period.