Item 8.01 Other Events.
On August 13, 2021, Northwest Natural Holding Company (the "Company") entered
into an Equity Distribution Agreement (the "Distribution Agreement") with Wells
Fargo Securities, LLC, J.P. Morgan Securities LLC, and RBC Capital Markets, LLC,
as agents (collectively, the "Agents"), establishing an at the market equity
distribution program, pursuant to which the Company, through the Agents, may
offer and sell from time to time shares of the Company's common stock, no par
value (the "Common Stock") having an aggregate gross sales price of up to
$200,000,000. The Company has no obligation to offer or sell any Common Stock
under the Distribution Agreement and may at any time suspend offers under the
Distribution Agreement.
Sales of shares of Common Stock under the at the market equity distribution
program, if any, may be made (i) by any method or payment permitted by law to be
an "at the market offering" as defined in Rule 415 under the Securities Act of
1933, as amended, including without limitation sales made directly on the New
York Stock Exchange, on any other existing trading market for the Common Stock
or to or through a market maker or (ii) any other method permitted by law,
including but not limited to privately negotiated transactions (if, and only if,
the Company, the applicable Agents and other relevant parties have so agreed in
writing). Any shares of Common Stock offered under the at the market equity
distribution program will be offered pursuant to the Company's Registration
Statement on Form S-3 (No. 333-258792) (the "Registration Statement"), which
became effective upon filing.
The foregoing description of the Distribution Agreement does not purport to be
complete and is qualified in its entirety by reference to the Distribution
Agreement, which is filed as Exhibit 1.1 hereto.
In connection with the issuance and sale of the shares of Common Stock, the
Company is also filing legal opinions regarding the validity of the shares of
Common Stock as Exhibits 5(a) and 5(b) for the purpose of incorporating the
opinions into the Registration Statement.
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