ESSENTIAL UTILITIES, INC.

(WTRG)
  Report
Delayed Nyse  -  04:00 2022-06-27 pm EDT
46.11 USD   +0.33%
06/16Wells Fargo Adjusts Price Target for Essential Utilities to $48 From $52, Maintains Overweight Rating
MT
06/13Essential Utilities to Report Earnings for Q2 2022
BU
05/20ESSENTIAL UTILITIES, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)
AQ
SummaryQuotesChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
SummaryMost relevantAll NewsAnalyst Reco.Other languagesPress ReleasesOfficial PublicationsSector news

ESSENTIAL UTILITIES, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

05/20/2022 | 04:49pm EDT

Item 1.01 Entry into a Material Definitive Agreement.




Underwriting Agreement


On May 18, 2022, Essential Utilities, Inc. (the "Company") priced an offering (the "Offering") of $500,000,000 of 5.300% Senior Notes due 2052 (the "Notes"). In connection with the Offering, the Company entered into an underwriting agreement, dated May 18, 2022 (the "Underwriting Agreement"), with PNC Capital Markets LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the "Underwriters"). The Underwriting Agreement includes customary representations, warranties and covenants by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities.

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 May 20, 2022. The Notes were issued and sold in a registered public offering pursuant to the Company's Registration Statement on Form S-3 (Registration No. 333-255235), including a prospectus supplement dated May 18, 2022, to the prospectus contained therein dated April 15, 2021, filed by the Company with the Securities and Exchange Commission, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Prospectus Supplement").



Indenture


The Notes were issued pursuant to the indenture, dated as of April 23, 2019 (the "Base Indenture"), as supplemented by the First Supplemental Indenture, dated as of April 23, 2019 (the "First Supplemental Indenture"), and the Sixth Supplemental Indenture, dated as of May 20, 2022 (the "Sixth Supplemental Indenture" and, together with the Base Indenture and First Supplemental Indenture, the "Indenture"), each between the Company and U.S. Bank Trust Company, National Association, as successor trustee. The Notes will bear interest at a rate of 5.300% per annum. Interest on the Notes will be payable semi-annually on May 1 and November 1 of each year, commencing on November 1, 2022. The Notes will mature on May 1, 2052.

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 November 1, 2051.

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 Securities and Exchange Commission (the "SEC") on March 1, 2022, and in our Quarterly Report on Form 10-Q, which was filed with the SEC on May 10, 2022 and the Prospectus Supplement. For more information regarding risks and uncertainties associated with the Company's business, please refer to the Company's annual, quarterly and other SEC filings. The Company is not under any obligation - and expressly disclaims any such obligation - to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

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 May 18, 2022, among Essential Utilities, Inc.

     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 April 23, 2019, between Aqua America, Inc. and U.S.

     Bank N.A., as trustee (previously filed as Exhibit 4.4 to the Company's
     current report on Form 8-K filed April 23, 2019).



4.2 First Supplemental Indenture, dated as of April 23, 2019, between Aqua

     America, Inc. and U.S. Bank N.A., as trustee (previously filed as Exhibit 4.5
     to the Company's current report on Form 8-K filed April 23, 2019).



4.3 Sixth Supplemental Indenture, dated as of May 20, 2022 between Essential

     Utilities, Inc. and U.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 of Simpson Thacher & Bartlett LLP.




 5.2   Opinion of Ballard Spahr LLP.




 23.1   Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1).




 23.2   Consent of Ballard Spahr LLP (included in Exhibit 5.2).



104 Cover Page Interactive Data File (formatted in inline XBRL)

© Edgar Online, source Glimpses

All news about ESSENTIAL UTILITIES, INC.
06/16Wells Fargo Adjusts Price Target for Essential Utilities to $48 From $52, Maintains Ove..
MT
06/13Essential Utilities to Report Earnings for Q2 2022
BU
05/20ESSENTIAL UTILITIES, INC. : Entry into a Material Definitive Agreement, Creation of a Dire..
AQ
05/12ESSENTIAL UTILITIES, INC. : Submission of Matters to a Vote of Security Holders (form 8-K)
AQ
05/12ESSENTIAL UTILITIES, INC. : Ex-dividend day for
FA
05/10UBS Adjusts Essential Utilities Price Target to $48 From $52, Maintains Neutral Rating
MT
05/10Baird Lowers Essential Utilities Price Target to $50 From $53, Maintains Outperform Rat..
MT
05/09TRANSCRIPT : Essential Utilities, Inc., Q1 2022 Earnings Call, May 09, 2022
CI
05/09Essential Utilities Q1 Profit, Revenue Rise; Reaffirms Full-Year 2022 EPS Outlook - Sha..
MT
05/09ESSENTIAL UTILITIES : Q1 Earnings Snapshot
AQ
More news
Analyst Recommendations on ESSENTIAL UTILITIES, INC.
More recommendations
Financials (USD)
Sales 2022 2 051 M - -
Net income 2022 465 M - -
Net Debt 2022 6 345 M - -
P/E ratio 2022 25,9x
Yield 2022 2,43%
Capitalization 11 934 M 11 934 M -
EV / Sales 2022 8,91x
EV / Sales 2023 8,65x
Nbr of Employees 3 211
Free-Float 98,6%
Chart ESSENTIAL UTILITIES, INC.
Duration : Period :
Essential Utilities, Inc. Technical Analysis Chart | MarketScreener
Full-screen chart
Technical analysis trends ESSENTIAL UTILITIES, INC.
Short TermMid-TermLong Term
TrendsNeutralBearishBearish
Income Statement Evolution
Consensus
Sell
Buy
Mean consensus OUTPERFORM
Number of Analysts 14
Last Close Price 46,11 $
Average target price 52,50 $
Spread / Average Target 13,9%
EPS Revisions
Managers and Directors
Christopher H. Franklin Chairman, President & Chief Executive Officer
Dan J. Schuller Chief Financial Officer & Executive Vice President
Whitney Strengel Kellett Chief Information Officer
Richard S. Fox Vice President-Customer Service
Susan F. Haindl Chief Administrative Officer & Senior VP