Item 8.01. Other Events.
On May 2, 2022, American Water Capital Corp. ("AWCC"), a wholly owned finance
subsidiary of American Water Works Company, Inc. ("American Water"), agreed to
sell $800.0 million aggregate principal amount of its 4.450% Senior Notes due
2032 (the "Notes") pursuant to an Underwriting Agreement, dated May 2, 2022,
among AWCC, American Water, and BofA Securities, Inc., Mizuho Securities USA
LLC, MUFG Securities Americas Inc. and RBC Capital Markets, LLC, as
representatives of the several underwriters named therein. The Notes have the
benefit of a support agreement, dated June 22, 2000 and amended as of July 26,
2000, from American Water (the "Support Agreement").
The Notes and the obligations of American Water represented by the Support
Agreement were registered under the Securities Act of 1933, as amended, pursuant
to a Registration Statement on Form S-3 (File Nos. 333-253484-01 and
333-253484). At the closing of this offering on May 5, 2022, AWCC received,
after deduction of underwriting discounts and before deduction of offering
expenses, net proceeds of approximately $792.3 million. AWCC intends to use the
net proceeds of the offering (1) to lend funds to American Water and its
subsidiaries in its Regulated Businesses segment (which is comprised of
utilities that provide water and wastewater services and are generally subject
to regulation by state utility commissions or other entities engaged in utility
regulation); (2) to repay AWCC's commercial paper obligations; and (3) for
general corporate purposes.
The Notes were issued pursuant to the Indenture, dated as of December 4, 2009,
by and between AWCC and Computershare Trust Company, N.A., as successor to Wells
Fargo Bank, National Association, as trustee, as supplemented by an officers'
certificate establishing the terms of the Notes.
This Current Report on Form 8-K is being filed to report the closing of the
offering summarized herein and to include, as exhibits, certain documents
executed in connection with the sale of the Notes.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits to this Current Report have been provided herewith as
noted below:
Exhibit
No. Description
1.1* Underwriting Agreement, dated May 2, 2022, by and among AWCC,
American Water, BofA Securities, Inc., Mizuho Securities USA LLC, MUFG
Securities Americas Inc. and RBC Capital Markets, LLC, as
representatives of the several underwriters named therein.
4.1* Officers' Certificate of AWCC, dated May 5, 2022, establishing the
terms of the Notes.
5.1* Opinion of Morgan, Lewis & Bockius LLP.
23.1* Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
104 Cover Page Interactive Data File (the cover page XBRL tags are
included and formatted as Inline XBRL).
* Filed herewith.
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