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
March 31, 2020
Date of Report (Date of earliest event reported)
Commission file number 1-15973
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| NORTHWEST NATURAL GAS COMPANY |
| (Exact name of registrant as specified in its charter) |
| Oregon | 93-0256722 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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| 250 S.W. Taylor Street |
| Portland | , | Oregon | 97204 |
| | | (Address of principal executive offices) | (Zip Code) |
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| | | Registrant’s telephone number: | (503) | 226-4211 |
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))
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| Securities registered pursuant to Section 12(b) of the Act: | | |
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| None | None | None |
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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 (§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 | ☐ |
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| 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 March 31, 2020, Northwest Natural Gas Company (NW Natural) issued and sold $150,000,000 aggregate principal amount of 3.60% Secured Medium-Term Notes due 2050 (the “Notes”). The Notes were offered for sale pursuant to a registration statement on Form S-3 (SEC File No. 333-227662-01) (the “Registration Statement”), which became automatically effective upon filing with the Securities and Exchange Commission on October 2, 2018, and a Pricing Supplement, dated March 26, 2020, to a Prospectus Supplement, dated October 3, 2018, to a Prospectus, dated October 2, 2018.
In connection with the offering and sale of the Notes, NW Natural is filing two legal opinions regarding the validity of the Notes as Exhibits 5(a) and 5(b) to this Form 8-K for the purpose of incorporating the opinions into the Registration Statement.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
See Exhibit Index below.
EXHIBIT INDEX
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| Exhibit | | Description |
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| 104 | | Inline XBRL for the cover page of this Current Report on Form 8-K. |
SIGNATURE
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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| | | NORTHWEST NATURAL GAS COMPANY |
| | | (Registrant) |
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| Dated: | March 31, 2020 | /s/ Shawn M. Filippi |
| | | Vice President, Chief Compliance Officer and Corporate Secretary |
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