UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
On February 20, 2024, American Water Capital Corp. (“AWCC”), a wholly owned finance subsidiary of American Water Works Company, Inc. (“American Water”), agreed to sell $700 million aggregate principal amount of its 5.150% Senior Notes due 2034 (the “2034 Notes”) and $700 million aggregate principal amount of its 5.450% Senior Notes due 2054 (the “2054 Notes,” and together with the 2034 Notes, the “Notes”) pursuant to an Underwriting Agreement, dated February 20, 2024, among AWCC, American Water, and U.S. Bancorp Investments, Inc., Mizuho Securities USA LLC and PNC 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. 333-277166-01 and 333-277166). At the closing of this offering on February 23, 2024, AWCC received, after deduction of underwriting discounts and before deduction of offering expenses, net proceeds of approximately $1,380.7 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 at maturity AWCC’s 3.850% Senior Notes due 2024; (3) to repay AWCC’s commercial paper obligations; and (4) 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 officers’ certificates 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 February 20, 2024, by and among AWCC, American Water, U.S. Bancorp Investments, Inc., Mizuho Securities USA LLC and PNC Capital Markets LLC, as representatives of the several underwriters named therein. | |
| 4.1* | Officers’ Certificate of AWCC, dated February 23, 2024, establishing the terms of the 2034 Notes. | |
| 4.2* | Officers’ Certificate of AWCC, dated February 23, 2024, establishing the terms of the 2054 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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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN WATER WORKS COMPANY, INC. | ||||||
| Dated: February 23, 2024 | By: | /s/ JOHN C. GRIFFITH | ||||
| John C. Griffith | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
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