American States Water Files 8-K on Material Agreement

TL;DR

**American States Water just filed an 8-K for a material agreement, details pending, but it's a big deal.**

AI Summary

AMERICAN STATES WATER COMPANY filed an 8-K on February 27, 2024, reporting the entry into a Material Definitive Agreement and the filing of Financial Statements and Exhibits. The filing indicates a significant corporate event occurred on February 27, 2024, requiring disclosure to the SEC.

Why It Matters

This filing signals a significant corporate action by American States Water Company, as a 'Material Definitive Agreement' typically involves substantial business changes, financial commitments, or strategic partnerships that could impact the company's future operations and financial health.

Risk Assessment

Risk Level: medium — The filing indicates a 'Material Definitive Agreement' has been entered into, which could carry significant financial or operational risks depending on its nature, though specific details are not provided in this snippet.

Key Players & Entities

• AMERICAN STATES WATER COMPANY (company) — Registrant
• AMERICAN STATES WATER CO (company) — Filer
• SEC (company) — Regulatory body

FAQ

Key Financial Figures

• $200,000,000 — ng an aggregate offering price of up to $200,000,000 (the "Placement Shares") through Wells

Filing Documents

• tm247195d1_8k.htm (8-K) — 30KB
• tm247195d1_ex1-1.htm (EX-1.1) — 293KB
• tm247195d1_ex5-1.htm (EX-5.1) — 9KB
• tm247195d1_ex5-1img001.jpg (GRAPHIC) — 33KB
• 0001104659-24-028240.txt ( ) — 612KB
• awr-20240227.xsd (EX-101.SCH) — 3KB
• awr-20240227_lab.xml (EX-101.LAB) — 33KB
• awr-20240227_pre.xml (EX-101.PRE) — 22KB
• tm247195d1_8k_htm.xml (XML) — 3KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. On February 27, 2024, American States Water Company (the "Company") entered into an Equity Distribution Agreement (the "Agreement") with Wells Fargo Securities, LLC ("Wells Fargo"), Janney Montgomery Scott LLC ("JMS"), RBC Capital Markets, LLC ("RBC"), and Siebert Williams Shank & Co., LLC ("SWS") with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, its common shares, no par value per share (the "Common Shares"), having an aggregate offering price of up to $200,000,000 (the "Placement Shares") through Wells Fargo, JMS, RBS, and SWS as its sales agents (each, a "Sales Agent" and, collectively, the "Sales Agents") or directly to the Sales Agents acting as principal for its own account at a price and on terms agreed upon in separate written agreements. The issuance and sale, if any, of the Placement Shares by the Company under the Agreement will be made pursuant to a prospectus supplement, dated February 27, 2024, and a base prospectus, dated February 26, 2024, relating to the Company's effective shelf registration statement on Form S-3 (File No. 333-277365). Upon the Company's delivery of a placement notice and subject to the terms and conditions of the Equity Distribution Agreement, the Sales Agents may sell the Common Shares by methods deemed to be an "at the market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. Each Sales Agent will use commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of the New York Stock Exchange to sell the Placement Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay the Sales Agent a commission equal to 1.5%

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Equity Distribution Agreement dated February 27, 2024 by and between American States Water Company, Wells Fargo Securities, LLC, Janney Montgomery Scott LLC, RBC Capital Markets, LLC, Siebert Williams Shank & Co., LLC. 5.1 Opinion of Winston & Strawn LLP. 23.1 Consent of Winston & Strawn LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURES

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. Date: February 27, 2024 AMERICAN STATES WATER COMPANY By: /s/ Eva G. Tang Name: Eva G. Tang Title: Senior Vice President-Finance, Chief Financial Officer, Corporate Secretary and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR