Essential Utilities Files 8-K on Material Agreement; Details Undisclosed

TL;DR

**Essential Utilities filed an 8-K about a material agreement, but the details are missing, leaving investors guessing.**

AI Summary

Essential Utilities, Inc. (WTRG) filed an 8-K on January 8, 2024, reporting an event that occurred on January 4, 2024, related to an 'Entry into a Material Definitive Agreement' and 'Other Events.' While the filing confirms the company's basic information, such as its Pennsylvania incorporation and NYSE listing under the trading symbol WTRG, it does not disclose the specific details of the material agreement or other events. This lack of detail means investors are currently in the dark about the nature and potential impact of this agreement, which could affect future stock performance.

Why It Matters

Investors need to know the specifics of any 'Material Definitive Agreement' to assess its financial implications, as it could significantly impact Essential Utilities' future revenue, expenses, or strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a 'Material Definitive Agreement' without providing details, creating uncertainty about its potential positive or negative impact on the company.

Analyst Insight

A smart investor would monitor for subsequent filings (like another 8-K or 10-K) that provide the missing details about the 'Material Definitive Agreement' and 'Other Events' to properly assess their impact on Essential Utilities, Inc. (WTRG).

Key Players & Entities

• Essential Utilities, Inc. (company) — the registrant filing the 8-K
• WTRG (company) — trading symbol on the New York Stock Exchange
• January 4, 2024 (date) — date of the earliest event reported
• January 8, 2024 (date) — date the 8-K was filed
• Pennsylvania (company) — state of incorporation for Essential Utilities, Inc.
• New York Stock Exchange (company) — exchange where Essential Utilities' common stock is registered

FAQ

Key Financial Figures

• $500,000,000 — Utilities, Inc. (the "Company") issued $500,000,000 principal amount of its 5.375% Senior N

Filing Documents

• e24007_wtrg-8k.htm (8-K) — 28KB
• e24007_ex1-1.htm (EX-1.1) — 173KB
• e24007_ex4-3.htm (EX-4.3) — 148KB
• e24007_ex5-1.htm (EX-5.1) — 13KB
• e24007_ex5-2.htm (EX-5.2) — 11KB
• e24007001.jpg (GRAPHIC) — 17KB
• e24007004.jpg (GRAPHIC) — 6KB
• e24007002.jpg (GRAPHIC) — 1KB
• e24007003.jpg (GRAPHIC) — 1KB
• 0001552781-24-000010.txt ( ) — 650KB
• wtrg-20240104.xsd (EX-101.SCH) — 3KB
• wtrg-20240104_lab.xml (EX-101.LAB) — 33KB
• wtrg-20240104_pre.xml (EX-101.PRE) — 22KB
• e24007_wtrg-8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 8, 2024, Essential Utilities, Inc. (the "Company") issued $500,000,000 principal amount of its 5.375% Senior Notes due 2034 (the "Notes"). The Notes were issued pursuant to the indenture, dated as of April 23, 2019 (the "Base Indenture"), as supplemented by the First Supplemental Indenture, dated as of April 23, 2019 (the "First Supplemental Indenture"), and the Seventh Supplemental Indenture, dated as of January 8, 2024 (the "Seventh Supplemental Indenture" and, together with the Base Indenture and First Supplemental Indenture, the "Indenture"), each between the Company and U.S. Bank Trust Company, National Association, as successor trustee. The Notes will bear interest at a rate of 5.375 % per annum. Interest on the Notes will be payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2024. The Notes will mature on January 15 , 2034 . The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare such Notes immediately due and payable. Upon at least 10 but no more than 60 days' notice to holders of the Notes, the Company may redeem the Notes for cash in whole, at any time, or in part, from time to time, prior to maturity, at redemption price (1) prior to October 15, 2033 (the "Par Call Date") equal to the greater of a make-whole amount and the principal amount and (2) on or after the Par Call Date equal to the principal amount, in each case plus accrued and unpaid interest, as specified in the Indenture. The descriptions of the Indenture and the Notes contained herein are qualified in their entirety by reference to the Base Indenture, the First Supplemental Indenture and the Seventh Supplemental Indenture (including the form of global note for the Notes) filed as Exhibits 4.1, 4.2

01 Other Events

Item 8.01 Other Events. In connection with the offering (the "Offering") of the Notes, the Company entered into an underwriting agreement, dated January 4, 2024 (the "Underwriting Agreement"), with RBC Capital Markets, LLC and Barclays Capital Inc., as representatives of the several underwriters named therein (the "Underwriters"). The Underwriting Agreement includes customary representations, warranties and covenants by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities. The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report and incorporated herein by reference. The Offering closed on January 8, 2024. The Notes were issued and sold in a registered public offering pursuant to the Company's Registration Statement on Form S-3 (Registration No. 333-255235), including a prospectus supplement dated January 4, 2024, to the prospectus contained therein dated April 15, 2021, filed by the Company with the Securities and Exchange Commission, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 1.1 Underwriting Agreement, dated January 4, 2024, among Essential Utilities, Inc. and RBC Capital Markets, LLC and Barclays Capital Inc., as representatives of the several underwriters named in Schedule I thereto. 4.1 Indenture, dated as of April 23, 2019, between Aqua America, Inc. and U.S. Bank N.A., as trustee (previously filed as Exhibit 4.4 to the Company's current report on Form 8-K filed April 23, 2019, File No. 001-06659). 4.2 First Supplemental Indenture, dated as of April 23, 2019, between Aqua America, Inc. and U.S. Bank N.A., as trustee (previously filed as Exhibit 4.5 to the Company's current report on Form 8-K filed April 23, 2019, File No. 001-06659). 4.3 Seventh Supplemental Indenture, dated as of January 8, 2024 between Essential Utilities, Inc. and U.S. Bank Trust Company, National Association, as successor trustee. 4.4 Form of Global Note for the Notes (included in Exhibit 4.3 ). 5.1 Opinion of Morgan, Lewis & Bockius LLP. 5.2 Opinion of Ballard Spahr LLP. 23.1 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1 ). 23.2 Consent of Ballard Spahr LLP (included in Exhibit 5.2 ). 104 Cover Page Interactive Data File (formatted in inline XBRL) 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. Essential Utilities, INC. Date: January 8, 2024 By: /s/ Christopher P. Luning Name: Christopher P. Luning Title: Executive Vice President, General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR