As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/24/15  Uil Holdings Corp                 8-K:1,8,9   7/21/15    4:481K                                   Summit Fin’l Printing

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Uil Holdings Corporation 8-K 7-21-2015              HTML     19K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     24K 
 3: EX-99.2     Miscellaneous Exhibit                               HTML    164K 
 4: EX-99.3     Miscellaneous Exhibit                               HTML     13K 

On July 21, 2015, UIL Holdings Corporation (UIL) entered into agreements providing for UIL’s participation in Tennessee Gas Pipeline Company LLC’s (TGP) proposed Northeast Energy Direct project (NED pipeline), a “market path” natural gas pipeline segment from Wright, New York, to Dracut, Massachusetts, consisting of approximately 188 miles of new, 30-inch natural gas pipeline.  The NED pipeline is planned to be an extension off Kinder Morgan, Inc.’s existing TGP pipeline and will be owned by Northeast Expansion LLC, a joint venture between Kinder Morgan, Inc., through its affiliate Kinder Morgan Operating Limited Partnership “A” (Kinder Morgan “A”), and Liberty Utilities (Pipeline & Transmission) Corp.

In connection with UIL’s participation, UIL entered into an Assignment of Limited Company Interests with Kinder Morgan “A”, pursuant to which UIL acquired a 2.5% equity interest in Northeast Expansion LLC for approximately $1.2 million. This 2.5% equity interest commits UIL to an initial capital investment opportunity that is expected to total up to approximately $80 million, depending on the final pipeline configuration and design capacity.  Pursuant to an option agreement with Kinder Morgan “A”, UIL also has the option to acquire up to an additional 12.5% of equity interests in Northeast Expansion LLC under certain limited circumstances, including if certain additional firm transportation agreements for service on the NED pipeline are entered into or if TGP does not sell additional volume on the NED pipeline.   Any increase in equity ownership would increase UIL’s investment commitment proportionately.

In addition, as a condition to making this investment, UIL entered into a 20-year Precedent Agreement with TGP for pipeline capacity of 70,000 Dekatherms/day on the NED pipeline, which capacity commitment, under the terms of the Precedent Agreement, may be reduced in the event that TGP enters into additional precedent agreements with third parties for capacity on the NED pipeline.

A copy of the Assignment of Limited Company Interests and the Precedent Agreement are attached to this Current Report on Form 8-K as exhibits 99.1 and 99.2, respectively, and each is incorporated into this Item 1.01 by reference.

Item 8.01   Other Events

On July 24, 2015, UIL issued a press release concerning the above transaction.  A copy of the press release is attached to this Current Report on Form 8-K as exhibit 99.3 and is incorporated into this Item 8.01 by reference.