ESSENTIAL UTILITIES, INC. Item 1.01 Entry into a Material Definitive Agreement.
Underwriting Agreement
On
The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report and incorporated herein by reference.
The Offering closed on
Indenture
The Notes were issued pursuant to the indenture, dated as of
The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of Notes then outstanding may declare the unpaid principal of such Notes and any accrued and unpaid interest thereon immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating to the Company, the principal amount of the Notes together with any accrued and unpaid interest thereon will become due and payable.
Upon at least 10 but no more than 60 days' notice to holders of the Notes, the
Company may redeem the Notes for cash in whole, at any time, or in part, from
time to time, prior to maturity, at redemption prices that include a make-whole
premium, plus accrued and unpaid interest, in each case as specified in the
Indenture. However, no make-whole premium will be included in the redemption
prices for any redemptions on or after
The descriptions of the Indenture and the Notes contained herein are qualified in their entirety by reference to the Base Indenture, the First Supplemental Indenture and the Sixth Supplemental Indenture (including the form of global note for the Notes) filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report and are incorporated herein by reference as though each were fully set forth herein.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, which generally
include words such as "believes," "expects," "intends," "anticipates,"
"estimates" and similar expressions. The Company can give no assurance that any
actual or future results or events discussed in these statements will be
achieved. Any forward-looking statements represent its views only as of today
and should not be relied upon as representing its views as of any subsequent
date. Readers are cautioned that such forward-looking statements are subject to
a variety of risks and uncertainties that could cause the Company's actual
results to differ materially from the statements contained in this Current
Report. Such forward-looking statements include, but are not limited to
statements relating to the capital to be invested by the water, wastewater, and
gas distribution divisions of the Company and the use of proceeds from the
offering. There are important factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements
including, without limitation, disruptions in the global economy; financial and
workforce impacts from the COVID-19 pandemic; the continuation of the Company's
growth-through-acquisition program; the Company's continued ability to adapt
itself for the future and build value by fully optimizing company assets;
general economic business conditions; the Company's ability to fund needed
infrastructure; housing and customer growth trends; unfavorable weather
conditions; the success of certain cost-containment initiatives; changes in
regulations or regulatory treatment; availability and access to capital; the
cost of capital; disruptions in the credit markets; the success of growth
initiatives; the Company's ability to successfully close municipally owned
systems presently under agreement; the Company's ability to continue to deliver
strong results; the Company's ability to continue to pay its dividend, add
shareholder value and grow earnings; municipalities' willingness to privatize
their water and/or wastewater utilities; the Company's ability to control
expenses and create and maintain efficiencies; the Company's ability to acquire
municipally owned water and wastewater systems listed in its "pipeline"; and
other factors discussed in this Current Report on Form 8-K and in our Annual
Report on Form 10-K, which was filed with the
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
1.1 Underwriting Agreement, dated
and PNC Capital Markets LLC , BofA Securities, Inc. and Wells Fargo
Securities, LLC , as representatives of the several underwriters named in
Schedule I thereto.
4.1 Indenture, dated as of
Bank N.A ., as trustee (previously filed as Exhibit 4.4 to the Company's current report on Form 8-K filedApril 23, 2019 ).
4.2 First Supplemental Indenture, dated as of
America, Inc. andU.S. Bank N.A. , as trustee (previously filed as Exhibit 4.5 to the Company's current report on Form 8-K filedApril 23, 2019 ).
4.3 Sixth Supplemental Indenture, dated as of
Utilities, Inc. andU.S. Bank Trust Company, National Association , as trustee. 4.4 Form of Global Note for the Notes (included in Exhibit 4.3). 5.1 Opinion ofSimpson Thacher & Bartlett LLP . 5.2 Opinion ofBallard Spahr LLP . 23.1 Consent ofSimpson Thacher & Bartlett LLP (included in Exhibit 5.1). 23.2 Consent ofBallard Spahr LLP (included in Exhibit 5.2).
104 Cover Page Interactive Data File (formatted in inline XBRL)
© Edgar Online, source
