Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
On July 15, 2022, Northwest Natural Gas Company (NW Natural), a wholly owned
subsidiary of Northwest Natural Holding Company, entered into a Bond Purchase
Agreement between NW Natural and the institutional investors named as purchasers
therein (the Bond Purchase Agreement). The Bond Purchase Agreement provides for
the issuance of $140,000,000 aggregate principal amount of NW Natural's First
Mortgage Bonds, 4.78% Series due 2052 (the Bonds) in reliance on an exemption
from registration under Section 4(a)(2) of the Securities Act of 1933, as
amended. The Bonds are expected to be issued on or about September 30, 2022,
pursuant to the Twenty-fourth Supplemental Indenture to NW Natural's Mortgage
and Deed of Trust, dated as of July 1, 1946, with Deutsche Bank Trust Company
Americas as trustee.
The Bonds will bear interest at the rate of 4.78% per annum, payable
semi-annually on March 30 and September 30 of each year, commencing March 30,
2023, and will mature on September 30, 2052. The Bonds will be subject to
redemption prior to maturity at the option of NW Natural, in whole or in part,
(i) at any time prior to March 30, 2052, at a redemption price equal to 100% of
the principal amount thereof plus a "make-whole" premium and accrued and unpaid
interest thereon to the date of redemption, and (ii) at any time on and after
March 30, 2052, at 100% of the principal amount thereof plus accrued and unpaid
interest thereon to the date of redemption.
Forward-Looking Statements
This report, and other presentations made by Northwest Natural Holding Company
(NW Holdings) or NW Natural from time to time, may contain forward-looking
statements within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995. Forward-looking statements can be identified by words such as
"anticipates," "assumes," "intends," "plans," "seeks," "believes," "estimates,"
"expects" and similar references to future periods. Examples of forward-looking
statements include, but are not limited to, statements regarding the following:
plans, objectives, goals, strategies, assumptions, estimates, expectations,
expenses, future events and timing thereof, investments, likelihood, timing, and
amount and use of proceeds associated with any transaction, financial results,
financial position, targeted capital structure, revenues and earnings,
performance, and other statements that are other than statements of historical
facts.
Forward-looking statements are based on our current expectations and assumptions
regarding our business, the economy and other future conditions. Because
forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to predict.
Actual results may differ materially from those contemplated by the
forward-looking statements. You are therefore cautioned against relying on any
of these forward-looking statements. They are neither statements of historical
fact nor guarantees or assurances of future operational, economic or financial
performance. Important factors that could cause actual results to differ
materially from those in the forward-looking statements are discussed by
reference to the factors described in Part I, Item 1A "Risk Factors", and Part
II, Item 7 and Item 7A "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Quantitative and Qualitative
Disclosure about Market Risk" in the most recent Annual Report on Form 10-K and
in Part I, Items 2 and 3 "Management's Discussion and Analysis
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of Financial Condition and Results of Operations" and "Quantitative and
Qualitative Disclosures About Market Risk", and Part II, Item 1A, "Risk
Factors", in the quarterly reports filed thereafter.
All forward-looking statements made in this report and all subsequent
forward-looking statements, whether written or oral and whether made by or on
behalf of NW Holdings or NW Natural, are expressly qualified by these cautionary
statements. Any forward-looking statement speaks only as of the date on which
such statement is made, and NW Holdings and NW Natural undertake no obligation
to publicly update any forward-looking statement, whether as a result of new
information, future developments or otherwise, except as may be required by law.
New factors emerge from time to time and it is not possible to predict all such
factors, nor can it assess the impact of each such factor or the extent to which
any factor, or combination of factors, may cause results to differ materially
from those contained in any forward-looking statements.
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