Essential Utilities Enters Material Definitive Agreement

TL;DR

WTRG signed a big deal, filing an 8-K on 8/15/24. Details TBD.

AI Summary

On August 15, 2024, Essential Utilities, Inc. (WTRG) filed an 8-K report detailing the entry into a material definitive agreement. The filing also includes financial statements and exhibits related to this agreement. No specific details regarding the agreement's nature or financial terms were provided in the excerpt.

Why It Matters

This filing indicates a significant new contract or partnership for Essential Utilities, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant financial or operational implications, but the lack of specific details makes the exact risk level uncertain.

Key Numbers

• 001-06659 — Commission File Number (Essential Utilities' SEC file number)
• 23-1702594 — I.R.S. Employer Identification No. (Essential Utilities' IRS number)

Key Players & Entities

• Essential Utilities, Inc. (company) — Registrant
• August 15, 2024 (date) — Date of report
• Pennsylvania (location) — State of Incorporation
• 762 West Lancaster Avenue (address) — Principal Executive Offices
• Bryn Mawr (location) — City of Principal Executive Offices
• 19010-3489 (zip_code) — Zip Code of Principal Executive Offices
• (610) 527-8000 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $500,000,000 — Utilities, Inc. (the "Company") issued $500,000,000 principal amount of its 4.800% Senior N

Filing Documents

• e24344_wtrg-8k.htm (8-K) — 29KB
• e24344_ex4-3.htm (EX-4.3) — 151KB
• e24344_ex5-1.htm (EX-5.1) — 9KB
• e24344001.jpg (GRAPHIC) — 4KB
• e24344002.jpg (GRAPHIC) — 11KB
• 0001552781-24-000496.txt ( ) — 411KB
• wtrg-20240815.xsd (EX-101.SCH) — 3KB
• wtrg-20240815_lab.xml (EX-101.LAB) — 33KB
• wtrg-20240815_pre.xml (EX-101.PRE) — 22KB
• e24344_wtrg-8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 15, 2024, Essential Utilities, Inc. (the "Company") issued $500,000,000 principal amount of its 4.800% Senior Notes due 2027 (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 Eighth Supplemental Indenture, dated as of August 15, 2024 (the "Eighth Supplemental Indenture" and, together with the Base Indenture and the 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 4.800 % per annum. Interest on the Notes will be payable semi-annually on February 15 and August 15, commencing February 15, 2025 . The Notes will mature on August 15, 2027 . 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 a redemption price (1) prior to July 15, 2027 (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 Eighth Supplemental Indenture (including the form of global note for the Notes) filed as Exhibits 4.1, 4.2 and 4.3,

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 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 Eighth Supplemental Indenture, dated as of August 15, 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. 23.1 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (formatted in inline XBRL)

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. ESSENTIAL UTILITIES, INC. Date: August 15, 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