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): December 15, 2022
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
(Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(909 ) 394-3600
Registrant's telephone number, including area code
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
| (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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 December 15, 2022, Golden State Water Company (“GSWC”) executed a note purchase agreement (“NPA”) for the issuance of unsecured private placement notes (the “Notes”) totaling $130,000,000. The NPA includes a delayed-draw feature that allows for the sale and purchase of the Notes to occur on a business day (the “Closing Date”) on or prior to March 1, 2023, to be designated by GSWC by written notice to the purchasers of the Notes at least five (5) business days prior to the Closing Date.
In connection with the transaction, GSWC will issue (i) $100,000,000 aggregate principal amount of Series A Senior Notes at a coupon rate of 5.12% due January 31, 2033, and (ii) $30,000,000 aggregate principal amount of Series B Senior Notes at a coupon rate of 5.22% due January 31, 2038. GSWC plans to use the proceeds from the issuance of the Notes to pay down short-term borrowings and to fund operations and capital expenditures. Interest on the Notes will be payable semiannually on January 31 and July 31. 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 (NYSE: AWR), 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 ratio of total indebtedness to earnings before interest, taxes, depreciation and amortization greater than 8.00:1.00.
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: | |||||
| December 19, 2022 | /s/ Eva G. Tang | ||||
| Eva G. Tang Senior Vice President-Finance, Chief Financial Officer, Corporate Secretary and Treasurer | |||||
| GOLDEN STATE WATER COMPANY: | |||||
| December 19, 2022 | /s/ Eva G. Tang | ||||
| Eva G. Tang Senior Vice President-Finance, Chief Financial Officer and Secretary | |||||