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): July 8, 2020
AMERICAN STATES WATER COMPANY
(Exact name of registrant as specified in its charter)
| California | 001-14431 | 95-4676679 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
| 630 East Foothill Blvd. | San Dimas | CA | 91773-1212 | |
| (Address of Principal Executive Offices) | (Zip Code) | |||
(909) 394-3600
Registrant's telephone number, including area code
GOLDEN STATE WATER COMPANY
(Exact name of registrant as specified in its charter)
| California | 001-12008 | 95-1243678 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
| 630 East Foothill Blvd. | San Dimas | CA | 91773-1212 | |
| (Address of Principal Executive Offices) | (Zip Code) | |||
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(s) | Name of each exchange on which registered |
| American States Water Company Common Shares | AWR | 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. ☐
Section 2 - Financial Information
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
On July 8, 2020, Golden State Water Company (“GSWC”) completed the issuance of unsecured private placement notes totaling $160,000,000. In connection with the transaction, GSWC issued (i) $85,000,000 aggregate principal amount of Series A Senior Notes at a coupon rate of 2.17% due July 8, 2030, and (ii) $75,000,000 aggregate principal amount of Series B Senior Notes at a coupon rate of 2.90% due July 8, 2040. Interest on the Notes will be payable semiannually on January 8 and July 8. The Notes are unsecured and will rank equally with GSWC’s unsecured and unsubordinated debt. GSWC may, at its option, redeem all or portions of the Notes at any time upon written notice, subject to payment of a make-whole premium based on 50 basis points above the applicable Treasury Yield.
Under the terms of these Notes, GSWC may not incur any additional indebtedness or pay any distributions to its parent, American States Water Company, if after giving effect thereto, GSWC would have a total indebtedness (as defined) to capitalization ratio of more than 0.6667:1.00. In addition, GSWC may not incur any additional indebtedness if, after giving effect thereto, it would have a total indebtedness to earnings before interest, taxes, depreciation and amortization ratio greater than 8.00:1.00.
GSWC plans to use the proceeds to pay down short-term borrowings and to fund operations and capital expenditures. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
Section 8 - Other Events
| Item 8.01. | Other Events |
On March 16, 2020, American States Water Company (NYSE:AWR) entered into a Ninth Amendment to its Amended and Restated Credit Agreement dated as of June 3, 2005 (the “Credit Agreement”) with Wells Fargo Bank in order to temporarily increase the aggregate commitment to $260,000,000 until December 31, 2020. The commitment would thereafter be reduced to $200,000,000. Pursuant to the terms of the Credit Agreement, AWR has notified Wells Fargo Bank that it intends to reduce the aggregate amount of its commitment under the Credit Agreement to $200,000,000 effective July 15, 2020.
| Exhibit No. | Description | ||||
| Exhibit 10.1 | |||||
| Exhibit 99.1 | |||||
| Exhibit 104 | Cover Page Interactive Data File - the cover page XBRL tags are 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.
| AMERICAN STATES WATER COMPANY: | |
| July 14, 2020 | /s/ Eva G. Tang |
Eva G. Tang Senior Vice President-Finance, Chief Financial Officer, Corporate Secretary and Treasurer | |
| GOLDEN STATE WATER COMPANY: | |
| July 14, 2020 | /s/ Eva G. Tang |
Eva G. Tang Senior Vice President-Finance, Chief Financial Officer and Secretary | |