American Water Works (AWK) 8-K Other Events

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2019

American Water Works Company, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number:001-34028

Delaware	51-0063696
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

1 Water Street

Camden, NJ 08102-1658

(Address of principal executive offices, including zip code)

(856)955-4001

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

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 Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR240.12b-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.  ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share	AWK	New York Stock Exchange

Item 8.01. Other Events.

On May 6, 2019, American Water Capital Corp. (“AWCC”), a wholly owned subsidiary of American Water Works Company, Inc. (“American Water”), sold $550.0 million aggregate principal amount of its 3.450% Senior Notes due 2029 (the “2029 Notes”) and $550.0 million aggregate principal amount of its 4.150% Senior Notes due 2049 (the “2049 Notes”, and, together with the 2029 Notes, the “Notes”) pursuant to an Underwriting Agreement, dated May 6, 2019, among AWCC, American Water, and J.P. Morgan Securities LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. The Notes have the benefit of a support agreement 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 FormS-3 (File Nos.333-224558-01 and333-224558). At the closing of this offering on May 13, 2019, AWCC received, after deduction of underwriting discounts and before deduction of offering expenses, net proceeds of approximately $1,087.5 million. AWCC intends to use the net proceeds of the offering to (1) lend funds to American Water and its subsidiaries in its Regulated Businesses segment; (2) repay at maturity (a) $24.5 million principal amount of AWCC’s 7.21% Series I Senior Notes due May 19, 2019, (b) $25.0 million of New Jersey-American Water Company, Inc.’s First Mortgage Bonds, Series 2009A due May 13, 2019, and (c) $1.3 million of Maryland-American Water Company’s General Mortgage Bonds due June 1, 2019; and (3) repay AWCC’s commercial paper obligations, and for general corporate purposes.

The Notes were issued pursuant to the Indenture, dated December 4, 2009, by and between AWCC and Wells Fargo Bank, National Association, as trustee, as supplemented by officers’ certificates establishing the terms of the Notes.

This Current Report on Form8-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 have been filed herewith:

Exhibit Number	Description
1.1*	Underwriting Agreement, dated May  6, 2019, by and among AWCC, American Water, and J.P. Morgan Securities LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.
4.1*	Officers’ Certificate of AWCC, dated May 13, 2019, establishing the terms and authorizing the issuance of the 2029 Notes.
4.2*	Officers’ Certificate of AWCC, dated May 13, 2019, establishing the terms and authorizing the issuance of the 2049 Notes.
5.1*	Opinion of Morgan, Lewis & Bockius LLP.
23.1*	Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).

* Filed herewith.

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: May 13, 2019	By:	/s/ LINDA G. SULLIVAN
		Linda G. Sullivan
		Executive Vice President and Chief Financial Officer