UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-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):
September 5, 2019
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Commission File Number | | Exact Name of Registrant as Specified in its Charter, State of Incorporation, Address of Principal Executive Offices and Telephone Number | | I.R.S. Employer Identification No. |
001-38515 | | Evergy, Inc. | | 82-2733395 |
| | (a Missouri corporation) | | |
| | 1200 Main Street | | |
| | Kansas City, Missouri 64105 | | |
| | (816) 556-2200 | | |
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| | NOT APPLICABLE | | |
| | (Former name or former address, if changed since last report) | | |
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:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Evergy, Inc. common stock | | EVRG | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).
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. ☐
On September 9, 2019, Evergy, Inc. (“Evergy”) issued $800,000,000 aggregate principal amount of 2.45% Notes due 2024 and $800,000,000 aggregate principal amount of 2.90% Notes due 2029 (collectively, the “Notes”), pursuant to an Underwriting Agreement, dated September 5, 2019, among Evergy, BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. The Notes were registered under the Securities Act of 1933, as amended, pursuant to the registration statement (the “Registration Statement”) on Form S-3 of Evergy, filed with the Securities and Exchange Commission on November 5, 2018 (File No. 333-228179).
In connection with the issuance and sale of the Notes, Evergy entered into the several agreements and other instruments listed in Item 9.01 of this Current Report on Form 8-K and filed as exhibits hereto. These exhibits are incorporated by reference into the Registration Statement.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. | | | Description |
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| 1.1 | | | Underwriting Agreement dated September 5, 2019 among Evergy, BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. |
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| 4.1 | | | Seventh Supplemental Indenture dated as of September 9, 2019 between Evergy and The Bank of New York Mellon Trust Company, N.A., as trustee. |
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| 5.1 | | | Opinion of Hunton Andrews Kurth LLP, regarding the legality of the Notes. |
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| 23.1 | | | Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1). |
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| 104 | | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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| | | | | | Evergy, Inc. |
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Date: September 9, 2019 | | | | | | /s/ Lori A. Wright |
| | | | | | Lori A. Wright |
| | | | | | Vice President - Corporate Planning, Investor Relations and Treasurer |