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		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
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	WASHINGTON, D.C. 20549
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	FORM 8-K
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	CURRENT REPORT
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	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
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	Date of Report (Date of Earliest Event Reported):
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	&nbsp;
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	January 30, 2015
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	Chesapeake Utilities Corporation
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<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
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	Delaware
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	001-11590
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	51-0064146
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_____________________<BR>
	(State or other jurisdiction
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_____________<BR>
	(Commission
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______________<BR>
	(I.R.S. Employer
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	of incorporation)
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	File Number)
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	Identification No.)
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	909 Silver Lake Boulevard, Dover, Delaware
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	19904
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_________________________________<BR>
	(Address of principal executive offices)
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___________<BR>
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	302.734.6799
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	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
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	&nbsp;
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Check the appropriate box below if the Form 8-K filing is intended to
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<P align="left" style="font-size: 10pt"><FONT style="font-size: 10pt"><B>Item&nbsp;1.01. Entry into a Material Definitive Agreement.</B>
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<P align="left" style="font-size: 10pt">On January&nbsp;30, 2015, Chesapeake Utilities Corporation, a Delaware corporation (&#147;Chesapeake
Utilities&#148;), and its wholly owned subsidiary, Aspire Energy of Ohio, LLC, a Delaware limited
liability company (&#147;Merger Sub&#148; or &#147;Surviving Entity&#148;), entered into an Agreement and Plan of
Merger (the &#147;Merger Agreement&#148;) with Gatherco, Inc., an Ohio corporation (&#147;Gatherco&#148;), pursuant to
which Gatherco will, subject to the terms and conditions of the Merger Agreement, merge with and
into Merger Sub (the &#147;Merger&#148;), with Merger Sub continuing as the surviving entity under the name
&#147;Aspire Energy of Ohio, LLC.&#148; The Merger Agreement has been approved by Gatherco&#146;s Board of
Directors and Chesapeake Utilities&#146; Merger and Acquisition Committee, however the Merger is subject
to approval by Gatherco&#146;s shareholders and other customary closing conditions. The parties intend
the Merger to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue
Code of 1986, as amended (the &#147;Code&#148;), and the rules and regulations promulgated thereunder.


<P align="left" style="font-size: 10pt"><U><I>Merger Consideration</I></U>


<P align="left" style="font-size: 10pt">Subject to the terms and conditions of the Merger Agreement, upon the closing of the Merger, each
outstanding share of Gatherco common stock will be converted into the right to receive that amount
of cash and that number of shares of Chesapeake Utilities common stock (together with associated
rights under Chesapeake Utilities&#146; stockholder rights plan) determined pursuant to the terms of the
Merger Agreement. Subject to certain adjustments as described in the Merger Agreement, the
aggregate merger consideration payable for all of Gatherco&#146;s common shares outstanding at the
effective time of the Merger will be $57,500,000 minus the option merger consideration payable to
the Gatherco option holders determined in accordance with the terms of the Merger Agreement. The
closing payment made to the holders of Gatherco common shares will consist of (i)&nbsp;shares of
Chesapeake Utilities common stock with an aggregate market value determined as described in the
Merger Agreement equal to 60% of the $57,500,000 aggregate merger consideration less the option
merger consideration and (ii)&nbsp;the balance in cash, after certain specified deductions.
Specifically, the cash consideration payable for the Gatherco common shares at closing will be
subject to deductions for certain Gatherco transaction expenses paid or payable in connection with
the merger, including fees and expenses of Gatherco&#146;s legal and financial advisors, to the extent
that such expenses have not been paid before the closing date, the fees of the paying agent, and
amounts retained in escrow pending release in accordance with the Merger Agreement. The exact
amount of the closing payment that will be made in the Merger for each Gatherco common share will
not be determined until the closing.


<P align="left" style="font-size: 10pt">Gatherco shareholders may also be entitled to receive additional cash consideration for their
common shares contingent upon whether Chesapeake Utilities or the Surviving Entity receives during
a specified period of time certain revenue from the operation of any new or repurposed existing
pipeline (a)&nbsp;that is constructed or repurposed by Chesapeake Utilities or the Surviving Entity
after the closing date of the merger and becomes operational prior to the fifth anniversary of such
closing date, (b)&nbsp;of which at least 5% of the length is located on the rights of way owned by
Gatherco as of such closing date, and (c)&nbsp;that is utilized by Chesapeake Utilities or the Surviving
Entity to transport oil, natural gas or natural gas liquids that originated from a specified area
of the Utica Shale formation. This additional contingent consideration consists of the right of the
Gatherco shareholders who received merger consideration to receive their pro rata share of up to 5%
of any such revenue.


<P align="left" style="font-size: 10pt"><U><I>Representations and Warranties</I></U>


<P align="left" style="font-size: 10pt">The Merger Agreement contains customary representations and warranties by each party to the Merger
Agreement. The representations and warranties of each party set forth in the Merger Agreement have
been made solely for the benefit of the other party to the Merger Agreement and should not be
relied upon by any other person or entity for any purpose whatsoever. In addition, such
representations and warranties: (a)&nbsp;have been qualified by confidential disclosures made by
Gatherco to Chesapeake in connection with the Merger Agreement, (b)&nbsp;are subject to the certain
materiality qualifications which may differ from what may be viewed as material by investors, (c)
were made only as of the date of the Merger Agreement or such other date as is specified in the
Merger Agreement, and (d)&nbsp;may have been included in the Merger Agreement for the purpose of
allocating risk between Chesapeake Utilities and Gatherco rather than establishing matters as
facts.


<P align="left" style="font-size: 10pt"><U><I>Covenants</I></U>


<P align="left" style="font-size: 10pt">The Merger Agreement also contains customary pre-closing covenants by each party to the Merger
Agreement. Covenants applicable to Gatherco include, among others, covenants to (a)&nbsp;operate its
business in the ordinary course; (b)&nbsp;maintain and preserve intact its business and its
relationships with customers, suppliers and others; (c)&nbsp;maintain and preserve its assets; (d)&nbsp;not
issue shares of its capital stock or options or other rights to acquire any shares of such capital
stock; (e)&nbsp;not sell or otherwise dispose of any of its assets other than in the ordinary course of
business; (f)&nbsp;not authorize, declare or pay any dividend or other distribution with respect to its
capital stock; (g)&nbsp;not acquire (including by merger, consolidation, or acquisition of equity
interests or assets or any other business combination) any business or entity; and (h)&nbsp;not enter
into, amend, modify or terminate certain contracts. Covenants applicable to Chesapeake Utilities
include, among others, covenants to (y)&nbsp;not amend its certificate of incorporation or bylaws in
certain respects; and (z)&nbsp;not take or fail to take action that could reasonably be expected to
prevent or impede the consummation of the Merger or the Merger from qualifying as a
&#147;reorganization&#148; under Section 368(a) of the Code.


<P align="left" style="font-size: 10pt"><U><I>S-4 Registration Statement/Proxy Statement and Prospectus/Shareholder Meeting</I></U>


<P align="left" style="font-size: 10pt">Chesapeake Utilities and Gatherco each agreed that there would be prepared and filed with the
Securities and Exchange Commission (the &#147;SEC&#148;) a mutually acceptable proxy statement/prospectus and
a registration statement on Form S-4 to register the shares that Chesapeake will issue to
Gatherco&#146;s shareholders in connection with the Merger. Gatherco also agreed to cause a
shareholders&#146; meeting to be held as promptly as practicable after the SEC has declared the Form S-4
effective to consider approval and adoption of the Merger Agreement and the transactions
contemplated thereby, including the Merger.


<P align="left" style="font-size: 10pt">The Merger Agreement provides that Gatherco&#146;s Board of Directors shall recommend adoption and
approval of the Merger Agreement by Gatherco&#146;s shareholders and shall use reasonable best efforts
to obtain such shareholder approval. The Merger Agreement further provides that neither the Board
of Directors nor any committee thereof shall (a)&nbsp;withdraw, qualify or modify in any manner adverse
to Chesapeake Utilities, or publicly propose to withdraw, qualify or modify in any manner adverse
to Chesapeake Utilities, the recommendation by such Board of Directors or any such committee
thereof of the approval and adoption of the Merger Agreement or take any action, or make any public
statement, filing or release inconsistent with such recommendation (any such action described in
this Section (a)&nbsp;being a &#147;Recommendation Change&#148;) or (b)&nbsp;approve or recommend, or publicly propose
to approve or recommend, or allow Gatherco or any of its subsidiaries to execute or enter into, any
contract or other instrument (whether or not binding) contemplating or otherwise relating to any
alternative acquisition transaction proposal, except that at any time prior to obtaining the
approval by Gatherco&#146;s shareholders, Gatherco&#146;s Board of Directors may make a Recommendation Change
if the Board of Directors determines in good faith (after consultation with outside counsel) that
the failure to do so would violate its fiduciary duties to Gatherco&#146;s shareholders under applicable
law and the Board of Directors follows the procedures in doing so as set forth in the Merger
Agreement. Even if a Recommendation Change is made, the Merger Agreement shall be submitted to
Gatherco&#146;s shareholders at the shareholders&#146; meeting for the purpose of obtaining the shareholder
approval unless the Merger Agreement has been terminated pursuant to terms of the Merger Agreement.


<P align="left" style="font-size: 10pt"><U><I>Conditions to Closing</I></U>


<P align="left" style="font-size: 10pt">Consummation of the Merger is subject to customary conditions, including, among others, (a)
approval and adoption of the Merger Agreement and the Merger by the holders of a majority of the
common shares of Gatherco, (b)&nbsp;absence of any material adverse effect, (c)&nbsp;absence of any order or
injunction prohibiting the consummation of the Merger, (d)&nbsp;the registration statement of Chesapeake
Utilities filed on Form S-4 shall have become effective, (e)&nbsp;shares of Chesapeake Utilities common
stock to be issued in the Merger shall have been approved for listing on the New York Stock
Exchange, (f)&nbsp;the accuracy in all material respect of the parties&#146; respective representations and
warranties as set forth in the Merger Agreement, (g)&nbsp;receipt of legal opinions stating that the
Merger will qualify as a reorganization under Section 368(a) of the Code, and (h)&nbsp;receipt of all
regulatory approvals required to consummate the Merger and the transactions contemplated thereby.


<P align="left" style="font-size: 10pt"><U><I>Non-Solicitation</I></U>


<P align="left" style="font-size: 10pt">Gatherco has also agreed, among other covenants related to potential alternative acquisition
transactions, not to solicit or initiate any inquiry or any proposal or offer relating to any
alternative acquisition transactions, and not to enter into discussions concerning, or provide
confidential information in connection with, alternative acquisition transactions, except as
expressly permitted under, and in accordance with the terms of, the Merger Agreement. Gatherco and
its representatives are permitted to engage in discussions or negotiations with, and provide
information to, any person in response to an unsolicited bona fide written alternative acquisition
transaction proposal if, among other conditions, (a)&nbsp;the Gatherco shareholders&#146; meeting has not
occurred, (b)&nbsp;the Board of Directors has determines in good faith (i)&nbsp;after consultation with its
independent financial advisor and outside legal counsel, that such transaction proposal is a
superior proposal to, or there is a reasonable likelihood that such transaction proposal could
result in a proposal superior to, that of Chesapeake Utilities, and (ii)&nbsp;after consultation with
its outside legal counsel, that failure to take such action would violate its fiduciary duties
under applicable law, and (c)&nbsp;prior to providing any information or data to any person or entering
into discussions or negotiations with any person, Gatherco notifies Chesapeake Utilities promptly
of, among other things, such acquisition proposal, the material terms and conditions of any such
proposal, and the identity of the third party making such proposal. Under the Merger Agreement, in
order for an alternative acquisition transaction proposal to be a superior proposal it must be an
unsolicited bona fide written offer made by a third party in respect of a transaction that if
consummated would result in such third party acquiring, directly or indirectly, 100% of the equity
of Gatherco or 100% of the assets of Gatherco and its subsidiaries, taken as a whole, which
transaction the Gatherco Board of Directors determines in its good faith judgment (after receiving
the advice of outside counsel and a nationally recognized investment banking firm) (y)&nbsp;to be more
favorable from a financial point of view to its shareholders than the Merger (taking into account
the terms and conditions of such offer and the Merger Agreement (including any changes to the terms
of the Merger Agreement proposed by Chesapeake Utilities in response to such offer or otherwise),
as well as all other relevant factors) and (z)&nbsp;reasonably likely of being consummated and for which
financing, to the extent required, is then fully committed or is reasonably determined to be
attainable.


<P align="left" style="font-size: 10pt"><U><I>Termination Rights</I></U>


<P align="left" style="font-size: 10pt">The Merger Agreement contains certain termination rights for both Chesapeake Utilities and
Gatherco, including the right of either party to terminate the Merger Agreement if (a)&nbsp;the Merger
has not been consummated by June&nbsp;30, 2015; (b)&nbsp;if the Gatherco shareholders&#146; meeting is held but
approval of the Merger by Gatherco&#146;s shareholders is not obtained; (c)&nbsp;a governmental entity shall
have enacted or promulgated any law or regulation, issued any order or taken other action that
makes illegal or prohibits the consummation of the Merger; or (d)&nbsp;any required regulatory approval
is not obtained.


<P align="left" style="font-size: 10pt">Gatherco may terminate the Merger Agreement in the event that, among other occurrences, (a)
Chesapeake Utilities or Merger Sub breaches any representation or warranty or fails to perform any
covenant or agreement set forth in the Merger Agreement, and such breach or failure would cause a
condition to Gatherco&#146;s obligation to close to not be satisfied, or (b)&nbsp;certain other conditions to
the closing of the Merger become incapable of being satisfied (subject to certain conditions).


<P align="left" style="font-size: 10pt">Chesapeake Utilities may terminate the Merger Agreement in the event that, among other occurrences,
(a)&nbsp;Gatherco breaches any representation or warranty or fails to perform any covenant or agreement
set forth in the Merger Agreement, and such breach or failure would cause a condition to Chesapeake
Utilities&#146; obligation to close to not be satisfied, (b)&nbsp;certain other conditions to the closing of
the Merger become incapable of being satisfied (subject to certain conditions), (c)&nbsp;the number of
dissenting shares, which are shares held by Gatherco shareholders exercising and perfecting
dissenters&#146; rights in accordance with Ohio law, exceeds 10% of Gatherco&#146;s outstanding common
shares, or (d)&nbsp;there is a Recommendation Change. If Chesapeake Utilities terminates the Merger
Agreement as a result of a Recommendation Change or other limited circumstances as described in the
Merger Agreement, Gatherco will pay Chesapeake Utilities a termination fee in the amount of
$2,000,000.


<P align="left" style="font-size: 10pt"><U><I>Consulting Agreements with Gatherco Management</I></U>


<P align="left" style="font-size: 10pt">Upon the closing of the Merger, Tony Kovacevich, Gatherco&#146;s President, and John Frank, Gatherco&#146;s
Chief Financial Officer, will cease being employees of Gatherco and will become consultants to the
Surviving Entity as the successor to Gatherco. Each of Mr.&nbsp;Kovacevich and Mr.&nbsp;Frank executed
consulting agreements with Gatherco in connection with the execution of the Merger Agreement, which
agreements will become effective upon the closing of the Merger.


<P align="left" style="font-size: 10pt">Pursuant to his consulting agreement, Mr.&nbsp;Kovacevich will provide to the Surviving Entity
consulting services related to operational matters for at least 120 hours per month for up to one
year after the closing of the merger. In addition, Mr.&nbsp;Kovacevich will be subject to
non-competition covenants for a one-year period and non-solicitation covenants for a five-year
period following the termination or expiration of his consulting agreement.


<P align="left" style="font-size: 10pt">During the term of the consulting agreement, the Surviving Entity will pay Mr.&nbsp;Kovacevich a monthly
retainer commensurate with the compensation he was paid by Gatherco at the time of the Merger. At
the end of the term of the agreement, the Surviving Entity will pay Mr.&nbsp;Kovacevich a bonus payment
equal to 12 aggregate monthly retainer amounts, payable in 12&nbsp;monthly installments. The Surviving
Entity and Mr.&nbsp;Kovacevich may mutually agree to extend the agreement on the terms described above
or otherwise agreed upon by the parties.


<P align="left" style="font-size: 10pt">Pursuant to his consulting agreement, Mr.&nbsp;Frank will provide to the Surviving Entity consulting
services related to accounting and administrative matters for at least 120 hours per month for up
to six months after the closing of the Merger. In addition, Mr.&nbsp;Frank will be subject to
non-solicitation covenants for a five-year period following the termination or expiration of his
consulting agreement.


<P align="left" style="font-size: 10pt">During the term of the consulting agreement, the Surviving Entity will pay Mr.&nbsp;Frank a monthly
retainer commensurate with the compensation he was paid by Gatherco at the time of the Merger. At
the end of the term of the agreement, the Surviving Entity will pay Mr.&nbsp;Frank a bonus payment equal
to six aggregate monthly retainer amounts, payable in six monthly installments. The Surviving
Entity and Mr.&nbsp;Frank may mutually agree to extend the agreement on the terms described above or
otherwise agreed upon by the parties.


<P align="left" style="font-size: 10pt"><U><I>Forward-Looking Statements</I></U>


<P align="left" style="font-size: 10pt">This Current Report on Form 8-K (including the Exhibits attached hereto) includes statements that
do not directly or exclusively relate to historical facts. Such statements are &#147;forward-looking
statements&#148; within the meaning of Section&nbsp;27A of the Securities Act of 1933, as amended, and
Section&nbsp;21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements
include statements regarding benefits of the proposed Merger, anticipated future financial
operating performance and results, including estimates of growth and expectation that earnings will
be accretive in its first full year of operation following the Merger. These statements are based
on the current expectations of Chesapeake&#146;s management. There are a number of risks and
uncertainties that could cause actual results to differ materially from the forward-looking
statements included in this Current Report on Form 8-K (including the Exhibits attached hereto).
These risks and uncertainties include the following: Gatherco may be unable to obtain the
shareholder approval required for the Merger; conditions to the closing of the Merger may not be
satisfied; problems may arise in successfully integrating Gatherco&#146;s business; the Merger may
involve unexpected costs or unexpected liabilities, or the tax treatment of or accounting for the
Merger may be different from the companies&#146; expectations; Gatherco&#146;s business may suffer as a
result of uncertainty surrounding the transaction; the natural gas industry may be subject to
future regulatory or legislative actions that could adversely affect the combined company; and the
combined company may be adversely affected by other economic, business, and/or competitive factors
post-transaction. Additional factors that may affect the future results of Chesapeake Utilities
are set forth in its respective filings with the SEC, which are available at
<U>investor.shareholder.com/CPK/sec.cfm</U>. Chesapeake Utilities undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise.


<P align="left" style="font-size: 10pt"><U><I>Additional Information and Where to Find It</I></U>


<P align="left" style="font-size: 10pt">This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. In connection with the proposed Merger,
Chesapeake Utilities&#146; registration statement on Form S-4, which will include a proxy statement of
Gatherco, as well as other materials, will be filed with the SEC. WE URGE INVESTORS TO READ THE
REGISTRATION STATEMENT AND PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHESAPEAKE UTILITIES, GATHERCO AND
THE PROPOSED MERGER. Investors will be able to obtain free copies of the registration statement
and proxy statement (when available) as well as other filed documents containing information about
Chesapeake Utilities at http://www.sec.gov, the SEC&#146;s website. Free copies of Chesapeake
Utilities&#146; SEC filings are also available on Chesapeake Utilities&#146; website at
<U>investor.shareholder.com/CPK/sec.cfm</U>.


<P align="left" style="font-size: 10pt">Chesapeake Utilities and Gatherco and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from Gatherco&#146;s shareholders in connection
with the proposed merger. Information about the directors and executive officers of Chesapeake
Utilities is set forth in the proxy statement for Chesapeake Utilities&#146; 2014 Annual Meeting of
Stockholders, as filed with the SEC on a Schedule&nbsp;14A on April&nbsp;1, 2014 and Form 10-K filed with the
SEC on March&nbsp;6, 2014. Additional information regarding the interests of those participants and
other persons who may be deemed participants in the Merger may be obtained by reading the
registration statement, proxy statement/prospectus and other materials to be filed with the SEC
regarding the proposed Merger when it becomes available. You may obtain free copies of these
documents as described in the preceding paragraph.


<P align="left" style="font-size: 10pt"><U><I>Conference Call</I></U>


<P align="left" style="font-size: 10pt">Chesapeake Utilities will host a conference call for members of the investment community on
Wednesday, February&nbsp;4, 2015 at 11:00&nbsp;a.m. Eastern Time. To participate in the call, participants
are asked to dial 866.821.5457 and reference the &#147;Chesapeake Utilities/Gatherco Transaction&#148;
conference call.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;8.01. Other Events.</B>


<P align="left" style="font-size: 10pt">On February&nbsp;2, 2015, Chesapeake Utilities Corporation issued a press release announcing the
execution of the Merger Agreement. A copy of such press release is attached hereto as Exhibit
99.1.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;9.01. Financial Statements and Exhibits.</B>


<P align="left" style="font-size: 10pt">(d)&nbsp;Exhibits.


<P align="left" style="font-size: 10pt">Exhibit&nbsp;2.1 &#151; Agreement and Plan of Merger among Chesapeake Utilities Corporation, Aspire Energy of
Ohio, LLC, Gatherco, Inc. and the Shareholder Agent, dated January&nbsp;30, 2015.*


<P align="left" style="font-size: 10pt">Exhibit&nbsp;99.1 &#151; Press Release of Chesapeake Utilities Corporation, dated February&nbsp;2, 2015.
<BR>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 10pt">*Contents of the exhibits and Gatherco&#146;s disclosure schedules to the Merger Agreement have been
omitted pursuant to Item&nbsp;601(b)(2) of Regulation&nbsp;S-K. Chesapeake will furnish supplementally a copy
of the disclosure schedules to the SEC upon request.



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	SIGNATURES
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	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
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	Chesapeake Utilities Corporation
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	February 2, 2015
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	By:
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	Beth W. Cooper
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	Name: Beth W. Cooper
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	Title: Senior Vice President and Chief Financial Officer
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	Description
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	2.1
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Agreement and Plan of Merger among Chesapeake Utilities Corporation, Aspire Energy of Ohio, LLC, Gatherco, Inc. and the Shareholder Agent, dated January 30, 2015.
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	99.1
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Press Release of Chesapeake Utilities Corporation, dated February 2, 2015.
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Chesapeake Utilities Corporation (Form: 8-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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):
January 30, 2015
Chesapeake Utilities Corporation
__________________________________________
(Exact name of registrant as specified in its charter)
Delaware
001-11590
51-0064146
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
909 Silver Lake Boulevard, Dover, Delaware
19904
_________________________________
(Address of principal executive offices)
___________
(Zip Code)
Registrant's telephone number, including area code:
302.734.6799
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:
[x]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Top of the Form
Item 1.01. Entry into a Material Definitive Agreement.
On January 30, 2015, Chesapeake Utilities Corporation, a Delaware corporation ("Chesapeake
Utilities"), and its wholly owned subsidiary, Aspire Energy of Ohio, LLC, a Delaware limited
liability company ("Merger Sub" or "Surviving Entity"), entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Gatherco, Inc., an Ohio corporation ("Gatherco"), pursuant to
which Gatherco will, subject to the terms and conditions of the Merger Agreement, merge with and
into Merger Sub (the "Merger"), with Merger Sub continuing as the surviving entity under the name
"Aspire Energy of Ohio, LLC." The Merger Agreement has been approved by Gatherco's Board of
Directors and Chesapeake Utilities' Merger and Acquisition Committee, however the Merger is subject
to approval by Gatherco's shareholders and other customary closing conditions. The parties intend
the Merger to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue
Code of 1986, as amended (the "Code"), and the rules and regulations promulgated thereunder.
Merger Consideration
Subject to the terms and conditions of the Merger Agreement, upon the closing of the Merger, each
outstanding share of Gatherco common stock will be converted into the right to receive that amount
of cash and that number of shares of Chesapeake Utilities common stock (together with associated
rights under Chesapeake Utilities' stockholder rights plan) determined pursuant to the terms of the
Merger Agreement. Subject to certain adjustments as described in the Merger Agreement, the
aggregate merger consideration payable for all of Gatherco's common shares outstanding at the
effective time of the Merger will be $57,500,000 minus the option merger consideration payable to
the Gatherco option holders determined in accordance with the terms of the Merger Agreement. The
closing payment made to the holders of Gatherco common shares will consist of (i) shares of
Chesapeake Utilities common stock with an aggregate market value determined as described in the
Merger Agreement equal to 60% of the $57,500,000 aggregate merger consideration less the option
merger consideration and (ii) the balance in cash, after certain specified deductions.
Specifically, the cash consideration payable for the Gatherco common shares at closing will be
subject to deductions for certain Gatherco transaction expenses paid or payable in connection with
the merger, including fees and expenses of Gatherco's legal and financial advisors, to the extent
that such expenses have not been paid before the closing date, the fees of the paying agent, and
amounts retained in escrow pending release in accordance with the Merger Agreement. The exact
amount of the closing payment that will be made in the Merger for each Gatherco common share will
not be determined until the closing.
Gatherco shareholders may also be entitled to receive additional cash consideration for their
common shares contingent upon whether Chesapeake Utilities or the Surviving Entity receives during
a specified period of time certain revenue from the operation of any new or repurposed existing
pipeline (a) that is constructed or repurposed by Chesapeake Utilities or the Surviving Entity
after the closing date of the merger and becomes operational prior to the fifth anniversary of such
closing date, (b) of which at least 5% of the length is located on the rights of way owned by
Gatherco as of such closing date, and (c) that is utilized by Chesapeake Utilities or the Surviving
Entity to transport oil, natural gas or natural gas liquids that originated from a specified area
of the Utica Shale formation. This additional contingent consideration consists of the right of the
Gatherco shareholders who received merger consideration to receive their pro rata share of up to 5%
of any such revenue.
Representations and Warranties
The Merger Agreement contains customary representations and warranties by each party to the Merger
Agreement. The representations and warranties of each party set forth in the Merger Agreement have
been made solely for the benefit of the other party to the Merger Agreement and should not be
relied upon by any other person or entity for any purpose whatsoever. In addition, such
representations and warranties: (a) have been qualified by confidential disclosures made by
Gatherco to Chesapeake in connection with the Merger Agreement, (b) are subject to the certain
materiality qualifications which may differ from what may be viewed as material by investors, (c)
were made only as of the date of the Merger Agreement or such other date as is specified in the
Merger Agreement, and (d) may have been included in the Merger Agreement for the purpose of
allocating risk between Chesapeake Utilities and Gatherco rather than establishing matters as
facts.
Covenants
The Merger Agreement also contains customary pre-closing covenants by each party to the Merger
Agreement. Covenants applicable to Gatherco include, among others, covenants to (a) operate its
business in the ordinary course; (b) maintain and preserve intact its business and its
relationships with customers, suppliers and others; (c) maintain and preserve its assets; (d) not
issue shares of its capital stock or options or other rights to acquire any shares of such capital
stock; (e) not sell or otherwise dispose of any of its assets other than in the ordinary course of
business; (f) not authorize, declare or pay any dividend or other distribution with respect to its
capital stock; (g) not acquire (including by merger, consolidation, or acquisition of equity
interests or assets or any other business combination) any business or entity; and (h) not enter
into, amend, modify or terminate certain contracts. Covenants applicable to Chesapeake Utilities
include, among others, covenants to (y) not amend its certificate of incorporation or bylaws in
certain respects; and (z) not take or fail to take action that could reasonably be expected to
prevent or impede the consummation of the Merger or the Merger from qualifying as a
"reorganization" under Section 368(a) of the Code.
S-4 Registration Statement/Proxy Statement and Prospectus/Shareholder Meeting
Chesapeake Utilities and Gatherco each agreed that there would be prepared and filed with the
Securities and Exchange Commission (the "SEC") a mutually acceptable proxy statement/prospectus and
a registration statement on Form S-4 to register the shares that Chesapeake will issue to
Gatherco's shareholders in connection with the Merger. Gatherco also agreed to cause a
shareholders' meeting to be held as promptly as practicable after the SEC has declared the Form S-4
effective to consider approval and adoption of the Merger Agreement and the transactions
contemplated thereby, including the Merger.
The Merger Agreement provides that Gatherco's Board of Directors shall recommend adoption and
approval of the Merger Agreement by Gatherco's shareholders and shall use reasonable best efforts
to obtain such shareholder approval. The Merger Agreement further provides that neither the Board
of Directors nor any committee thereof shall (a) withdraw, qualify or modify in any manner adverse
to Chesapeake Utilities, or publicly propose to withdraw, qualify or modify in any manner adverse
to Chesapeake Utilities, the recommendation by such Board of Directors or any such committee
thereof of the approval and adoption of the Merger Agreement or take any action, or make any public
statement, filing or release inconsistent with such recommendation (any such action described in
this Section (a) being a "Recommendation Change") or (b) approve or recommend, or publicly propose
to approve or recommend, or allow Gatherco or any of its subsidiaries to execute or enter into, any
contract or other instrument (whether or not binding) contemplating or otherwise relating to any
alternative acquisition transaction proposal, except that at any time prior to obtaining the
approval by Gatherco's shareholders, Gatherco's Board of Directors may make a Recommendation Change
if the Board of Directors determines in good faith (after consultation with outside counsel) that
the failure to do so would violate its fiduciary duties to Gatherco's shareholders under applicable
law and the Board of Directors follows the procedures in doing so as set forth in the Merger
Agreement. Even if a Recommendation Change is made, the Merger Agreement shall be submitted to
Gatherco's shareholders at the shareholders' meeting for the purpose of obtaining the shareholder
approval unless the Merger Agreement has been terminated pursuant to terms of the Merger Agreement.
Conditions to Closing
Consummation of the Merger is subject to customary conditions, including, among others, (a)
approval and adoption of the Merger Agreement and the Merger by the holders of a majority of the
common shares of Gatherco, (b) absence of any material adverse effect, (c) absence of any order or
injunction prohibiting the consummation of the Merger, (d) the registration statement of Chesapeake
Utilities filed on Form S-4 shall have become effective, (e) shares of Chesapeake Utilities common
stock to be issued in the Merger shall have been approved for listing on the New York Stock
Exchange, (f) the accuracy in all material respect of the parties' respective representations and
warranties as set forth in the Merger Agreement, (g) receipt of legal opinions stating that the
Merger will qualify as a reorganization under Section 368(a) of the Code, and (h) receipt of all
regulatory approvals required to consummate the Merger and the transactions contemplated thereby.
Non-Solicitation
Gatherco has also agreed, among other covenants related to potential alternative acquisition
transactions, not to solicit or initiate any inquiry or any proposal or offer relating to any
alternative acquisition transactions, and not to enter into discussions concerning, or provide
confidential information in connection with, alternative acquisition transactions, except as
expressly permitted under, and in accordance with the terms of, the Merger Agreement. Gatherco and
its representatives are permitted to engage in discussions or negotiations with, and provide
information to, any person in response to an unsolicited bona fide written alternative acquisition
transaction proposal if, among other conditions, (a) the Gatherco shareholders' meeting has not
occurred, (b) the Board of Directors has determines in good faith (i) after consultation with its
independent financial advisor and outside legal counsel, that such transaction proposal is a
superior proposal to, or there is a reasonable likelihood that such transaction proposal could
result in a proposal superior to, that of Chesapeake Utilities, and (ii) after consultation with
its outside legal counsel, that failure to take such action would violate its fiduciary duties
under applicable law, and (c) prior to providing any information or data to any person or entering
into discussions or negotiations with any person, Gatherco notifies Chesapeake Utilities promptly
of, among other things, such acquisition proposal, the material terms and conditions of any such
proposal, and the identity of the third party making such proposal. Under the Merger Agreement, in
order for an alternative acquisition transaction proposal to be a superior proposal it must be an
unsolicited bona fide written offer made by a third party in respect of a transaction that if
consummated would result in such third party acquiring, directly or indirectly, 100% of the equity
of Gatherco or 100% of the assets of Gatherco and its subsidiaries, taken as a whole, which
transaction the Gatherco Board of Directors determines in its good faith judgment (after receiving
the advice of outside counsel and a nationally recognized investment banking firm) (y) to be more
favorable from a financial point of view to its shareholders than the Merger (taking into account
the terms and conditions of such offer and the Merger Agreement (including any changes to the terms
of the Merger Agreement proposed by Chesapeake Utilities in response to such offer or otherwise),
as well as all other relevant factors) and (z) reasonably likely of being consummated and for which
financing, to the extent required, is then fully committed or is reasonably determined to be
attainable.
Termination Rights
The Merger Agreement contains certain termination rights for both Chesapeake Utilities and
Gatherco, including the right of either party to terminate the Merger Agreement if (a) the Merger
has not been consummated by June 30, 2015; (b) if the Gatherco shareholders' meeting is held but
approval of the Merger by Gatherco's shareholders is not obtained; (c) a governmental entity shall
have enacted or promulgated any law or regulation, issued any order or taken other action that
makes illegal or prohibits the consummation of the Merger; or (d) any required regulatory approval
is not obtained.
Gatherco may terminate the Merger Agreement in the event that, among other occurrences, (a)
Chesapeake Utilities or Merger Sub breaches any representation or warranty or fails to perform any
covenant or agreement set forth in the Merger Agreement, and such breach or failure would cause a
condition to Gatherco's obligation to close to not be satisfied, or (b) certain other conditions to
the closing of the Merger become incapable of being satisfied (subject to certain conditions).
Chesapeake Utilities may terminate the Merger Agreement in the event that, among other occurrences,
(a) Gatherco breaches any representation or warranty or fails to perform any covenant or agreement
set forth in the Merger Agreement, and such breach or failure would cause a condition to Chesapeake
Utilities' obligation to close to not be satisfied, (b) certain other conditions to the closing of
the Merger become incapable of being satisfied (subject to certain conditions), (c) the number of
dissenting shares, which are shares held by Gatherco shareholders exercising and perfecting
dissenters' rights in accordance with Ohio law, exceeds 10% of Gatherco's outstanding common
shares, or (d) there is a Recommendation Change. If Chesapeake Utilities terminates the Merger
Agreement as a result of a Recommendation Change or other limited circumstances as described in the
Merger Agreement, Gatherco will pay Chesapeake Utilities a termination fee in the amount of
$2,000,000.
Consulting Agreements with Gatherco Management
Upon the closing of the Merger, Tony Kovacevich, Gatherco's President, and John Frank, Gatherco's
Chief Financial Officer, will cease being employees of Gatherco and will become consultants to the
Surviving Entity as the successor to Gatherco. Each of Mr. Kovacevich and Mr. Frank executed
consulting agreements with Gatherco in connection with the execution of the Merger Agreement, which
agreements will become effective upon the closing of the Merger.
Pursuant to his consulting agreement, Mr. Kovacevich will provide to the Surviving Entity
consulting services related to operational matters for at least 120 hours per month for up to one
year after the closing of the merger. In addition, Mr. Kovacevich will be subject to
non-competition covenants for a one-year period and non-solicitation covenants for a five-year
period following the termination or expiration of his consulting agreement.
During the term of the consulting agreement, the Surviving Entity will pay Mr. Kovacevich a monthly
retainer commensurate with the compensation he was paid by Gatherco at the time of the Merger. At
the end of the term of the agreement, the Surviving Entity will pay Mr. Kovacevich a bonus payment
equal to 12 aggregate monthly retainer amounts, payable in 12 monthly installments. The Surviving
Entity and Mr. Kovacevich may mutually agree to extend the agreement on the terms described above
or otherwise agreed upon by the parties.
Pursuant to his consulting agreement, Mr. Frank will provide to the Surviving Entity consulting
services related to accounting and administrative matters for at least 120 hours per month for up
to six months after the closing of the Merger. In addition, Mr. Frank will be subject to
non-solicitation covenants for a five-year period following the termination or expiration of his
consulting agreement.
During the term of the consulting agreement, the Surviving Entity will pay Mr. Frank a monthly
retainer commensurate with the compensation he was paid by Gatherco at the time of the Merger. At
the end of the term of the agreement, the Surviving Entity will pay Mr. Frank a bonus payment equal
to six aggregate monthly retainer amounts, payable in six monthly installments. The Surviving
Entity and Mr. Frank may mutually agree to extend the agreement on the terms described above or
otherwise agreed upon by the parties.
Forward-Looking Statements
This Current Report on Form 8-K (including the Exhibits attached hereto) includes statements that
do not directly or exclusively relate to historical facts. Such statements are "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements
include statements regarding benefits of the proposed Merger, anticipated future financial
operating performance and results, including estimates of growth and expectation that earnings will
be accretive in its first full year of operation following the Merger. These statements are based
on the current expectations of Chesapeake's management. There are a number of risks and
uncertainties that could cause actual results to differ materially from the forward-looking
statements included in this Current Report on Form 8-K (including the Exhibits attached hereto).
These risks and uncertainties include the following: Gatherco may be unable to obtain the
shareholder approval required for the Merger; conditions to the closing of the Merger may not be
satisfied; problems may arise in successfully integrating Gatherco's business; the Merger may
involve unexpected costs or unexpected liabilities, or the tax treatment of or accounting for the
Merger may be different from the companies' expectations; Gatherco's business may suffer as a
result of uncertainty surrounding the transaction; the natural gas industry may be subject to
future regulatory or legislative actions that could adversely affect the combined company; and the
combined company may be adversely affected by other economic, business, and/or competitive factors
post-transaction. Additional factors that may affect the future results of Chesapeake Utilities
are set forth in its respective filings with the SEC, which are available at
investor.shareholder.com/CPK/sec.cfm
. Chesapeake Utilities undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. In connection with the proposed Merger,
Chesapeake Utilities' registration statement on Form S-4, which will include a proxy statement of
Gatherco, as well as other materials, will be filed with the SEC. WE URGE INVESTORS TO READ THE
REGISTRATION STATEMENT AND PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHESAPEAKE UTILITIES, GATHERCO AND
THE PROPOSED MERGER. Investors will be able to obtain free copies of the registration statement
and proxy statement (when available) as well as other filed documents containing information about
Chesapeake Utilities at http://www.sec.gov, the SEC's website. Free copies of Chesapeake
Utilities' SEC filings are also available on Chesapeake Utilities' website at
investor.shareholder.com/CPK/sec.cfm
.
Chesapeake Utilities and Gatherco and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from Gatherco's shareholders in connection
with the proposed merger. Information about the directors and executive officers of Chesapeake
Utilities is set forth in the proxy statement for Chesapeake Utilities' 2014 Annual Meeting of
Stockholders, as filed with the SEC on a Schedule 14A on April 1, 2014 and Form 10-K filed with the
SEC on March 6, 2014. Additional information regarding the interests of those participants and
other persons who may be deemed participants in the Merger may be obtained by reading the
registration statement, proxy statement/prospectus and other materials to be filed with the SEC
regarding the proposed Merger when it becomes available. You may obtain free copies of these
documents as described in the preceding paragraph.
Conference Call
Chesapeake Utilities will host a conference call for members of the investment community on
Wednesday, February 4, 2015 at 11:00 a.m. Eastern Time. To participate in the call, participants
are asked to dial 866.821.5457 and reference the "Chesapeake Utilities/Gatherco Transaction"
conference call.
Item 8.01. Other Events.
On February 2, 2015, Chesapeake Utilities Corporation issued a press release announcing the
execution of the Merger Agreement. A copy of such press release is attached hereto as Exhibit
99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 2.1 — Agreement and Plan of Merger among Chesapeake Utilities Corporation, Aspire Energy of
Ohio, LLC, Gatherco, Inc. and the Shareholder Agent, dated January 30, 2015.*
Exhibit 99.1 — Press Release of Chesapeake Utilities Corporation, dated February 2, 2015.
*Contents of the exhibits and Gatherco's disclosure schedules to the Merger Agreement have been
omitted pursuant to Item 601(b)(2) of Regulation S-K. Chesapeake will furnish supplementally a copy
of the disclosure schedules to the SEC upon request.
Top of the Form
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.
Chesapeake Utilities Corporation
February 2, 2015
By:
Beth W. Cooper
Name: Beth W. Cooper
Title: Senior Vice President and Chief Financial Officer
Top of the Form
Exhibit Index
Exhibit No.
Description
2.1
Agreement and Plan of Merger among Chesapeake Utilities Corporation, Aspire Energy of Ohio, LLC, Gatherco, Inc. and the Shareholder Agent, dated January 30, 2015.
99.1
Press Release of Chesapeake Utilities Corporation, dated February 2, 2015.