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): June 3, 2020
National Fuel Gas Company
(Exact Name of Registrant as Specified in Charter)
New Jersey | 1-3880 | 13-1086010 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
6363 Main Street Williamsville, New York 1 4221 | 14221 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (716) 857-7000
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 (see General Instruction A.2. below):
| ☐ | 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:
Title of each class | Trading Symbol | Name of Each Exchange on Which Registered | ||
Common Stock, par value $1.00 per share | NFG | 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 of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. ☐
| Item 8.01. | Other Events. |
In connection with the offering and sale of $500,000,000 aggregate principal amount of 5.50% notes due 2026 (the “Notes”), National Fuel Gas Company (the “Company”) is filing herewith the following exhibits to its Registration Statement on Form S-3 (Registration No. 333-223773):
| 1. | Underwriting Agreement, dated May 19, 2020, by and among the Company and J.P. Morgan Securities LLC and BofA Securities, Inc., acting as representatives of several underwriters named therein. |
| 2. | Officer’s Certificate dated June 3, 2020, establishing the terms of the Notes. |
| 3. | Form of Note, as established by the Officer’s Certificate above. |
| 4. | Opinion of Jones Day. |
| 5. | Opinion of Lowenstein Sandler LLP. |
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
Exhibit | Description | |||
1.1 | ||||
4.1.1 | Officer’s Certificate dated June 3, 2020, establishing the terms of the Notes | |||
4.1.2 | ||||
5.1.1 | ||||
5.1.2 | ||||
23.1 | ||||
23.2 | Consent of Lowenstein Sandler LLP (included in Exhibit 5.1.2) | |||
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.
NATIONAL FUEL GAS COMPANY | ||
By: | /s/ S. J. Mugel | |
S. J. Mugel | ||
General Counsel and Secretary | ||
June 3, 2020
